0001604481false2024FY33.333.333.333.333.333.333.3333.3333.332342525258.338.338.33xbrli:sharesiso4217:USDiso4217:USDxbrli:shareseurn:companyeurn:shareholderxbrli:pureeurn:vesseleurn:interestRateSwapiso4217:USDutr:teurn:divisioneurn:segmenteurn:brandeurn:tonutr:Teurn:operationeurn:employeeeurn:bankDepositeurn:vote_per_shareeurn:contractiso4217:EUReurn:extension_optioneurn:kPIeurn:shipeurn:agreementeurn:credit_facilityeurn:benefit_planeurn:caseeurn:decisioniso4217:MYReurn:installmentiso4217:EURxbrli:shareseurn:dayeurn:trancheeurn:joint_ventureeurn:suezmax_tanker_vessel_typeiso4217:EURiso4217:USDiso4217:GBPiso4217:USD00016044812024-01-012024-12-310001604481dei:BusinessContactMember2024-01-012024-12-3100016044812024-12-3100016044812023-12-3100016044812023-01-012023-12-3100016044812022-01-012022-12-310001604481ifrs-full:IssuedCapitalMember2021-12-310001604481ifrs-full:SharePremiumMember2021-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2021-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2021-12-310001604481ifrs-full:TreasurySharesMember2021-12-310001604481ifrs-full:RetainedEarningsMember2021-12-3100016044812021-12-310001604481ifrs-full:RetainedEarningsMember2022-01-012022-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2022-01-012022-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2022-01-012022-12-310001604481ifrs-full:SharePremiumMember2022-01-012022-12-310001604481ifrs-full:TreasurySharesMember2022-01-012022-12-310001604481ifrs-full:IssuedCapitalMember2022-12-310001604481ifrs-full:SharePremiumMember2022-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2022-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2022-12-310001604481ifrs-full:TreasurySharesMember2022-12-310001604481ifrs-full:RetainedEarningsMember2022-12-3100016044812022-12-310001604481ifrs-full:RetainedEarningsMember2023-01-012023-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2023-01-012023-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2023-01-012023-12-310001604481ifrs-full:SharePremiumMember2023-01-012023-12-310001604481ifrs-full:TreasurySharesMember2023-01-012023-12-310001604481ifrs-full:IssuedCapitalMember2023-12-310001604481ifrs-full:SharePremiumMember2023-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2023-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2023-12-310001604481ifrs-full:TreasurySharesMember2023-12-310001604481ifrs-full:RetainedEarningsMember2023-12-310001604481ifrs-full:RetainedEarningsMember2024-01-012024-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2024-01-012024-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2024-01-012024-12-310001604481ifrs-full:SharePremiumMember2024-01-012024-12-310001604481ifrs-full:TreasurySharesMember2024-01-012024-12-310001604481ifrs-full:IssuedCapitalMember2024-12-310001604481ifrs-full:SharePremiumMember2024-12-310001604481ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2024-12-310001604481ifrs-full:ReserveOfCashFlowHedgesMember2024-12-310001604481ifrs-full:TreasurySharesMember2024-12-310001604481ifrs-full:RetainedEarningsMember2024-12-310001604481eurn:A24VLCCTankersMember2023-10-090001604481eurn:EuronavNVMembereurn:CMBMember2023-10-090001604481eurn:CMB.TECHNVMembereurn:CMBMember2023-01-012023-12-310001604481srt:ScenarioForecastMember2025-01-012025-12-310001604481country:MY2024-01-040001604481eurn:CMB.TECHNVMembereurn:CMBMember2024-02-072024-02-070001604481eurn:AngloEasternUnivanGroupLimitedMember2024-04-180001604481eurn:GlobalRefinancingFacilityMember2023-11-070001604481eurn:A150MillionFacilityMember2024-12-3100016044812023-12-2800016044812023-12-2900016044812024-09-3000016044812024-10-230001604481ifrs-full:InternallyGeneratedMember2024-01-012024-12-310001604481ifrs-full:ComputerSoftwareMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310001604481ifrs-full:ComputerSoftwareMemberifrs-full:TopOfRangeMember2024-01-012024-12-310001604481eurn:CustomerContracts1Member2024-01-012024-12-310001604481eurn:VesselsMember2024-01-012024-12-310001604481eurn:FloatingStorageOffloadingFloatingProductionStorageOffloadingMember2024-01-012024-12-310001604481eurn:HydrocatCrewTransferVesselsCTVsMember2024-01-012024-12-310001604481eurn:PlantAndEquipmentMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310001604481eurn:PlantAndEquipmentMemberifrs-full:TopOfRangeMember2024-01-012024-12-310001604481ifrs-full:FixturesAndFittingsMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310001604481ifrs-full:FixturesAndFittingsMemberifrs-full:TopOfRangeMember2024-01-012024-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:TopOfRangeMember2024-01-012024-12-310001604481eurn:DryDockingMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310001604481eurn:DryDockingMemberifrs-full:TopOfRangeMember2024-01-012024-12-310001604481eurn:FSOsMember2024-01-012024-12-310001604481eurn:CrudeOilTankerMember2024-01-012024-12-310001604481eurn:ChemicalTankersMember2024-01-012024-12-310001604481eurn:DryBulkVesselsMember2024-01-012024-12-310001604481eurn:ContainerVesselsMember2024-01-012024-12-310001604481eurn:CrudeOilTankerMembereurn:ReassessmentOfResidualValuesOfVesselsMember2025-01-012025-12-310001604481eurn:ChemicalTankersMembereurn:ReassessmentOfResidualValuesOfVesselsMember2025-01-012025-12-310001604481eurn:DryBulkVesselsMembereurn:ReassessmentOfResidualValuesOfVesselsMember2025-01-012025-12-310001604481eurn:ContainerVesselsMembereurn:ReassessmentOfResidualValuesOfVesselsMember2025-01-012025-12-310001604481eurn:MarineSegmentMember2024-12-310001604481eurn:TwoCustomersMembereurn:MarineSegmentMember2024-01-012024-12-310001604481eurn:CustomerWithTimecharterContractMembereurn:MarineSegmentMember2024-01-012024-12-310001604481eurn:CustomerWithTimecharterContractMembereurn:MarineSegmentMember2023-01-012023-12-310001604481eurn:CustomerWithTimecharterContractMembereurn:MarineSegmentMember2022-01-012022-12-310001604481eurn:AllOtherClientsMembereurn:MarineSegmentMember2022-01-012022-12-310001604481ifrs-full:OperatingSegmentsMembereurn:EuroNavMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BocimarMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:DelphisMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BochemMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:WindcatMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2InfraMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2IndustryMember2024-12-310001604481ifrs-full:MaterialReconcilingItemsMember2024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMember2023-12-310001604481ifrs-full:MaterialReconcilingItemsMember2023-12-310001604481ifrs-full:OperatingSegmentsMembereurn:EuroNavMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BocimarMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:DelphisMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BochemMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:WindcatMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:PortVesselsMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2InfraMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2IndustryMember2024-01-012024-12-310001604481ifrs-full:MaterialReconcilingItemsMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMember2023-01-012023-12-310001604481ifrs-full:MaterialReconcilingItemsMember2023-01-012023-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMember2022-01-012022-12-310001604481ifrs-full:MaterialReconcilingItemsMember2022-01-012022-12-310001604481eurn:MarineSegmentMember2023-12-310001604481eurn:MarineSegmentMember2022-12-310001604481eurn:H2InfraMember2024-12-310001604481eurn:H2InfraMember2023-12-310001604481eurn:H2InfraMember2022-12-310001604481eurn:H2IndustryMember2024-12-310001604481eurn:H2IndustryMember2023-12-310001604481eurn:H2IndustryMember2022-12-310001604481srt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2022-12-310001604481ifrs-full:GrossCarryingAmountMember2022-12-310001604481ifrs-full:AccumulatedImpairmentMember2022-12-310001604481srt:ScenarioForecastMember2022-01-012022-12-310001604481ifrs-full:ShipsMembereurn:AliceMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AliceMember2023-01-012023-12-310001604481eurn:AliceMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AliceMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AliceMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AnneMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AnneMember2023-01-012023-12-310001604481eurn:AnneMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AnneMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AnneMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AquitaineMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AquitaineMember2023-01-012023-12-310001604481eurn:AquitaineMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AquitaineMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AquitaineMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DominicaVesselMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DominicaVesselMember2023-01-012023-12-310001604481eurn:DominicaVesselMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DominicaVesselMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DominicaVesselMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DesiradeMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DesiradeMember2023-01-012023-12-310001604481eurn:DesiradeMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DesiradeMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DesiradeMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AlboranMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AlboranMember2023-01-012023-12-310001604481eurn:AlboranMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AlboranMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AlboranMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AralMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AralMember2023-01-012023-12-310001604481eurn:AralMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AralMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AralMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AndamanMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AndamanMember2023-01-012023-12-310001604481eurn:AndamanMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AndamanMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:AndamanMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:HatterasMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:HatterasMember2023-01-012023-12-310001604481eurn:HatterasMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:HatterasMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:HatterasMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DelosMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DelosMember2023-01-012023-12-310001604481eurn:DelosMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DelosMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DelosMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DorisMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DorisMember2023-01-012023-12-310001604481eurn:DorisMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DorisMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DorisMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DeriusMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DeriusMember2023-01-012023-12-310001604481eurn:DeriusMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DeriusMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:DeriusMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:CamusMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:CamusMember2023-01-012023-12-310001604481eurn:CamusMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:CamusMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:CamusMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:OceaniaMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:OceaniaMember2023-01-012023-12-310001604481eurn:OceaniaMemberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:OceaniaMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:OceaniaMembersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:Corporate1Membersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:Corporate1Member2023-01-012023-12-310001604481eurn:Corporate1Memberifrs-full:ShipsMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:Corporate1Member2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:Corporate1Membersrt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:CapCharlesMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapCharlesMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:CapCharlesMember2024-01-012024-12-310001604481ifrs-full:AccumulatedImpairmentMemberifrs-full:ShipsMembereurn:CapCharlesMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:CapCharlesMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481srt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2023-12-310001604481ifrs-full:GrossCarryingAmountMember2023-12-310001604481ifrs-full:AccumulatedImpairmentMember2023-12-310001604481srt:ScenarioForecastMember2023-01-012023-12-310001604481ifrs-full:ShipsMembereurn:CapLaraMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:CapLaraMember2024-01-012024-12-310001604481eurn:CapLaraMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:CapLaraMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:CapLaraMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AlsaceMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AlsaceMember2024-01-012024-12-310001604481eurn:AlsaceMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AlsaceMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AlsaceMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:IngridMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:IngridMember2024-01-012024-12-310001604481eurn:IngridMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:IngridMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:IngridMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:HakataMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:HakataMember2024-01-012024-12-310001604481eurn:HakataMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:HakataMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:HakataMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:Windcat6Membersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:Windcat6Member2024-01-012024-12-310001604481eurn:Windcat6Memberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:Windcat6Member2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:Windcat6Membersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AliceMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AliceMember2024-01-012024-12-310001604481eurn:AliceMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AliceMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AliceMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AnneMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AnneMember2024-01-012024-12-310001604481eurn:AnneMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AnneMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AnneMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AquitaineMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AquitaineMember2024-01-012024-12-310001604481eurn:AquitaineMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AquitaineMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AquitaineMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DominicaVesselMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DominicaVesselMember2024-01-012024-12-310001604481eurn:DominicaVesselMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DominicaVesselMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DominicaVesselMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DesiradeMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DesiradeMember2024-01-012024-12-310001604481eurn:DesiradeMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DesiradeMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DesiradeMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AlboranMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AlboranMember2024-01-012024-12-310001604481eurn:AlboranMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AlboranMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AlboranMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AralMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AralMember2024-01-012024-12-310001604481eurn:AralMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AralMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AralMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AndamanMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:AndamanMember2024-01-012024-12-310001604481eurn:AndamanMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:AndamanMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:AndamanMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:HatterasMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:HatterasMember2024-01-012024-12-310001604481eurn:HatterasMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:HatterasMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:HatterasMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DelosMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DelosMember2024-01-012024-12-310001604481eurn:DelosMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DelosMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DelosMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DorisMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DorisMember2024-01-012024-12-310001604481eurn:DorisMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DorisMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DorisMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DeriusMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:DeriusMember2024-01-012024-12-310001604481eurn:DeriusMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:DeriusMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:DeriusMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:CamusMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:CamusMember2024-01-012024-12-310001604481eurn:CamusMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:CamusMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:CamusMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:OceaniaMembersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:GrossCarryingAmountMembereurn:OceaniaMember2024-01-012024-12-310001604481eurn:OceaniaMemberifrs-full:ShipsMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:AccumulatedImpairmentMembereurn:OceaniaMember2024-01-012024-12-310001604481ifrs-full:ShipsMembereurn:OceaniaMembersrt:ScenarioForecastMember2024-01-012024-12-310001604481eurn:Corporate1Membersrt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-01-012024-12-310001604481ifrs-full:GrossCarryingAmountMembereurn:Corporate1Member2024-01-012024-12-310001604481eurn:Corporate1Member2024-01-012024-12-310001604481ifrs-full:AccumulatedImpairmentMembereurn:Corporate1Member2024-01-012024-12-310001604481srt:ScenarioForecastMembereurn:Corporate1Member2024-01-012024-12-310001604481srt:ScenarioForecastMemberifrs-full:NotMeasuredAtFairValueInStatementOfFinancialPositionButForWhichFairValueIsDisclosedMember2024-12-310001604481ifrs-full:GrossCarryingAmountMember2024-12-310001604481ifrs-full:AccumulatedImpairmentMember2024-12-310001604481srt:ScenarioForecastMember2024-01-012024-12-310001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:CapCharlesMember2022-12-140001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:CapCharlesMember2022-12-142022-12-140001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:CapCharlesMember2023-01-012023-03-310001604481eurn:A24VLCCTankersMember2023-12-310001604481eurn:A24VLCCTankersMember2024-01-012024-03-310001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:OceaniaMember2023-11-080001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:OceaniaMember2023-11-082023-11-080001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:OceaniaMember2023-12-310001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:OceaniaMember2024-01-012024-03-310001604481eurn:FASTPlatformMembereurn:Corporate1Member2024-04-012024-04-010001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:AlsaceMember2024-05-210001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:AlsaceMember2024-05-212024-05-210001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:AlsaceMember2024-12-310001604481ifrs-full:OtherDisposalsOfAssetsMembereurn:AlsaceMember2025-01-272025-01-270001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:HakataMember2024-06-270001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:IngridMember2024-06-270001604481eurn:HakataAndIngridMember2024-12-310001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:Windcat6Member2024-12-182024-12-180001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:Windcat6Member2024-12-310001604481ifrs-full:OtherDisposalsOfAssetsMemberifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:Windcat6Member2025-03-132025-03-130001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:CapLaraMember2024-12-310001604481ifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:CapLaraMember2024-01-012024-12-310001604481ifrs-full:OtherDisposalsOfAssetsMemberifrs-full:AssetsAndLiabilitiesClassifiedAsHeldForSaleMembereurn:CapLaraMember2025-02-282025-02-280001604481ifrs-full:OperatingSegmentsMembereurn:EuroNavMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BocimarMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:DelphisMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BochemMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:WindcatMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:PortVesselsMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2InfraMembereurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2IndustryMembereurn:PoolRevenueMember2024-01-012024-12-310001604481eurn:PoolRevenueMemberifrs-full:MaterialReconcilingItemsMember2024-01-012024-12-310001604481eurn:PoolRevenueMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:EuroNavMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BocimarMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:DelphisMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BochemMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:WindcatMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:PortVesselsMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2InfraMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2IndustryMembereurn:SpotVoyagesMember2024-01-012024-12-310001604481eurn:SpotVoyagesMemberifrs-full:MaterialReconcilingItemsMember2024-01-012024-12-310001604481eurn:SpotVoyagesMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:EuroNavMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BocimarMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:DelphisMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:BochemMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:WindcatMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:PortVesselsMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2InfraMembereurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:H2IndustryMembereurn:TimeChartersMember2024-01-012024-12-310001604481eurn:TimeChartersMemberifrs-full:MaterialReconcilingItemsMember2024-01-012024-12-310001604481eurn:TimeChartersMember2024-01-012024-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:PoolRevenueMember2023-01-012023-12-310001604481eurn:PoolRevenueMemberifrs-full:MaterialReconcilingItemsMember2023-01-012023-12-310001604481eurn:PoolRevenueMember2023-01-012023-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:PoolRevenueMember2022-01-012022-12-310001604481eurn:PoolRevenueMemberifrs-full:MaterialReconcilingItemsMember2022-01-012022-12-310001604481eurn:PoolRevenueMember2022-01-012022-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:SpotVoyagesMember2023-01-012023-12-310001604481eurn:SpotVoyagesMemberifrs-full:MaterialReconcilingItemsMember2023-01-012023-12-310001604481eurn:SpotVoyagesMember2023-01-012023-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:SpotVoyagesMember2022-01-012022-12-310001604481eurn:SpotVoyagesMemberifrs-full:MaterialReconcilingItemsMember2022-01-012022-12-310001604481eurn:SpotVoyagesMember2022-01-012022-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:TimeChartersMember2023-01-012023-12-310001604481eurn:TimeChartersMemberifrs-full:MaterialReconcilingItemsMember2023-01-012023-12-310001604481eurn:TimeChartersMember2023-01-012023-12-310001604481ifrs-full:OperatingSegmentsMembereurn:MarineSegmentMembereurn:TimeChartersMember2022-01-012022-12-310001604481eurn:TimeChartersMemberifrs-full:MaterialReconcilingItemsMember2022-01-012022-12-310001604481eurn:TimeChartersMember2022-01-012022-12-310001604481eurn:SaleOfEuronavShipManagementHellasMember2024-01-012024-12-310001604481eurn:LiquidatedDamagesFromSaleOfNClassVesselsMember2024-01-012024-12-310001604481eurn:VariousServicesRenderedMember2024-01-012024-12-310001604481eurn:SettlementOfClaimsMember2024-01-012024-12-310001604481eurn:IFRS16Member2024-01-012024-12-310001604481eurn:IFRS16Member2023-01-012023-12-310001604481eurn:IFRS16Member2022-01-012022-12-310001604481eurn:IFRS15Member2024-01-012024-12-310001604481eurn:IFRS15Member2023-01-012023-12-310001604481eurn:IFRS15Member2022-01-012022-12-310001604481eurn:A24VLCCTankersMember2024-09-300001604481eurn:ReserveOfExchangeDifferencesOnTranslationAndCashFlowHedgesMember2024-01-012024-12-310001604481eurn:ReserveOfExchangeDifferencesOnTranslationAndCashFlowHedgesMember2023-01-012023-12-310001604481eurn:ReserveOfExchangeDifferencesOnTranslationAndCashFlowHedgesMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ConstructionInProgressMember2021-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:RightofuseAssetsMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:OtherPropertyPlantAndEquipmentMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMembereurn:PrepaymentsMember2021-12-310001604481ifrs-full:GrossCarryingAmountMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ShipsMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ConstructionInProgressMember2021-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:RightofuseAssetsMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherPropertyPlantAndEquipmentMember2021-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMembereurn:PrepaymentsMember2021-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember2021-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2021-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2021-12-310001604481ifrs-full:RightofuseAssetsMember2021-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2021-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2021-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2022-01-012022-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2022-01-012022-12-310001604481ifrs-full:RightofuseAssetsMember2022-01-012022-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2022-01-012022-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2022-01-012022-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2022-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2022-12-310001604481ifrs-full:RightofuseAssetsMember2022-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2022-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ConstructionInProgressMember2022-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:RightofuseAssetsMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:OtherPropertyPlantAndEquipmentMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMembereurn:PrepaymentsMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ShipsMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ConstructionInProgressMember2022-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:RightofuseAssetsMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherPropertyPlantAndEquipmentMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMembereurn:PrepaymentsMember2022-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember2022-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2023-01-012023-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2023-01-012023-12-310001604481ifrs-full:RightofuseAssetsMember2023-01-012023-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2023-01-012023-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2023-01-012023-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2023-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2023-12-310001604481ifrs-full:RightofuseAssetsMember2023-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2023-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ConstructionInProgressMember2023-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:RightofuseAssetsMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:OtherPropertyPlantAndEquipmentMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMembereurn:PrepaymentsMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ShipsMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ConstructionInProgressMember2023-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:RightofuseAssetsMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherPropertyPlantAndEquipmentMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMembereurn:PrepaymentsMember2023-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember2023-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2024-01-012024-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2024-01-012024-12-310001604481ifrs-full:RightofuseAssetsMember2024-01-012024-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2024-01-012024-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2024-01-012024-12-310001604481ifrs-full:ShipsMemberifrs-full:PropertyPlantAndEquipmentMember2024-12-310001604481ifrs-full:ConstructionInProgressMemberifrs-full:PropertyPlantAndEquipmentMember2024-12-310001604481ifrs-full:RightofuseAssetsMember2024-12-310001604481ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:PropertyPlantAndEquipmentMember2024-12-310001604481eurn:PrepaymentsMemberifrs-full:PropertyPlantAndEquipmentMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ConstructionInProgressMember2024-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:RightofuseAssetsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:OtherPropertyPlantAndEquipmentMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMembereurn:PrepaymentsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ShipsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ConstructionInProgressMember2024-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:RightofuseAssetsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherPropertyPlantAndEquipmentMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMembereurn:PrepaymentsMember2024-12-310001604481ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCsCassiusCamusAndClovisMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCCassiusMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCCamusMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:EcoTypeVLCCChelseaMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCsCassiusCamusAndClovisMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:BruggeMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:BrestMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCNewtonMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCNewtonMember2023-12-312023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCNewtonMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SuezmaxBristolMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralFranceMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:BochemCasablancaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CMACGMBaikalMember2024-04-012024-06-300001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralDeutschlandMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:BochemShanghaiMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralItaliaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CMACGMEtoshaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:BochemNewOrleansMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralDanmarkMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralEireMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SuezmaxHeliosMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:BochemBrisbaneMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CMACGMDolomitesMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralHellasMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxMineralEspanaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SuezmaxOrionMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:EcoTypeVLCCsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:EcoTypeSuezmaxesMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:DualFuelBitumenTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:NewcastlemaxBulkCarriersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:CommissioningServiceOperationsVesselsCSOVsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:CoasterVesselMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:AmmoniaPoweredContainerVesselMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ConstructionInProgressMembereurn:HydrocatCrewTransferVesselsCTVsMember2024-12-310001604481eurn:CMB.TECHNVMember2024-01-012024-12-310001604481eurn:CMB.TECHNVMember2023-01-012023-12-310001604481eurn:CMB.TECHEnterprisesNVMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SandraMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:SandraMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SaraMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:SaraMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SoniaMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:SoniaMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SimoneMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:SimoneMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapLeonMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapLeonMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapPierreMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapPierreMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapGuillaumeMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapGuillaumeMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapPhilippeMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapPhilippeMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:ULCCEuropeMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:ULCCEuropeMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OtherIndividualAssetOrCashGeneratingUnitMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:OtherIndividualAssetOrCashGeneratingUnitMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VesselsMember2022-01-012022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:VesselsMember2022-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapCharlesMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapCharlesMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NauticaMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:NauticaMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AlexMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AlexMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:ArdecheMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:ArdecheMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DrenecMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DrenecMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:HeronMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:HeronMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:ArafuraMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:ArafuraMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AmundsenMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AmundsenMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DiodorusMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DiodorusMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DickensMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DickensMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DalisMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DalisMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCCassiusMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:VLCCCassiusMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCClovisMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:VLCCClovisMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VesselsMember2023-01-012023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:VesselsMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AndamanMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AndamanMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DominicaVesselMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DominicaVesselMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:HatterasMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:HatterasMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DeriusMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DeriusMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AlboranMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AlboranMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DelosMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DelosMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DesiradeMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DesiradeMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AliceMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AliceMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AquitaineMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AquitaineMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OceaniaMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:OceaniaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DorisMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:DorisMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AralMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AralMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AnneMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:AnneMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CamusMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CamusMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NobleMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:NobleMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NectarMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:NectarMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VLCCNewtonMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:VLCCNewtonMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CMACGMBaikalMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CMACGMBaikalMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SapphiraMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:SapphiraMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:StatiaMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:StatiaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SelenaMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:SelenaMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapVictorMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapVictorMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapFelixMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:CapFelixMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:Corporate1Member2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:Corporate1Member2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:VesselsMember2024-01-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:GrossCarryingAmountMemberifrs-full:ShipsMembereurn:VesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:A24VLCCTankersMember2023-10-090001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:A24VLCCTankersMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:A24VLCCTankersMember2024-03-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:A24VLCCTankersMember2024-01-012024-03-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OceaniaMember2023-11-080001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OceaniaMember2023-11-082023-11-080001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OceaniaMember2023-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OceaniaMember2024-01-012024-03-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NobleNectarAndNewtonMember2024-03-152024-03-150001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CMACGMBaikalMember2021-11-112021-11-110001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SapphiraAndStatiaMember2024-09-250001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SapphiraMember2024-09-250001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:StatiaMember2024-09-250001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SapphiraMember2024-09-252024-09-250001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:StatiaMember2024-09-252024-09-250001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SapphiraAndStatiaMember2024-07-012024-09-300001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SelenaCapVictorAndCapFelixMember2024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SelenaMember2024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapVictorMember2024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapFelixMember2024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SelenaMember2024-12-022024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapVictorMember2024-12-022024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CapFelixMember2024-12-022024-12-020001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:SelenaCapVictorAndCapFelixMember2024-10-012024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:TankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMembereurn:TankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:TankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:TankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMembereurn:TankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMembereurn:TankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DryBulkVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMembereurn:DryBulkVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:DryBulkVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:DryBulkVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMembereurn:DryBulkVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMembereurn:DryBulkVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:ContainerVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMembereurn:ContainerVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:ContainerVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:ContainerVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMembereurn:ContainerVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMembereurn:ContainerVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMembereurn:ChemicalTankersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:OffshoreWindVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMembereurn:OffshoreWindVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:OffshoreWindVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:OffshoreWindVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMembereurn:OffshoreWindVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMembereurn:OffshoreWindVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMembereurn:PortVesselsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:NotLaterThanOneYearMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:EcoTypeVLCCsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:EcoTypeSuezmaxesMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:NewcastlemaxBulkCarriersMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CommissioningServiceOperationsVesselsCSOVsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:HydrocatCrewTransferVesselsCTVsMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:CoasterVesselMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:AmmoniaPoweredContainerVesselMember2024-12-310001604481ifrs-full:PropertyPlantAndEquipmentMemberifrs-full:ShipsMembereurn:DualFuelBitumenTankersMember2024-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:CustomerrelatedIntangibleAssetsMember2022-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:OtherIntangibleAssetsMember2022-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:CustomerrelatedIntangibleAssetsMember2022-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:OtherIntangibleAssetsMember2022-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMember2022-12-310001604481ifrs-full:CustomerrelatedIntangibleAssetsMember2022-12-310001604481ifrs-full:OtherIntangibleAssetsMember2022-12-310001604481ifrs-full:CustomerrelatedIntangibleAssetsMember2023-01-012023-12-310001604481ifrs-full:OtherIntangibleAssetsMember2023-01-012023-12-310001604481ifrs-full:CustomerrelatedIntangibleAssetsMember2023-12-310001604481ifrs-full:OtherIntangibleAssetsMember2023-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:CustomerrelatedIntangibleAssetsMember2023-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:OtherIntangibleAssetsMember2023-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:CustomerrelatedIntangibleAssetsMember2023-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:OtherIntangibleAssetsMember2023-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMember2023-12-310001604481ifrs-full:CustomerrelatedIntangibleAssetsMember2024-01-012024-12-310001604481ifrs-full:OtherIntangibleAssetsMember2024-01-012024-12-310001604481ifrs-full:CustomerrelatedIntangibleAssetsMember2024-12-310001604481ifrs-full:OtherIntangibleAssetsMember2024-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:CustomerrelatedIntangibleAssetsMember2024-12-310001604481ifrs-full:GrossCarryingAmountMemberifrs-full:OtherIntangibleAssetsMember2024-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:CustomerrelatedIntangibleAssetsMember2024-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMemberifrs-full:OtherIntangibleAssetsMember2024-12-310001604481ifrs-full:AccumulatedDepreciationAndAmortisationMember2024-12-310001604481eurn:TIAfricaLtdMember2022-05-310001604481eurn:TIAsiaLtdMember2022-05-310001604481eurn:CustomerContracts1Membereurn:FSOAsiaAndAfricaMember2022-05-312022-05-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2023-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2023-12-310001604481eurn:UnremittedEarningsMember2023-12-310001604481eurn:BeforeOffsetAmountMember2023-12-310001604481eurn:OffsetAmountMember2023-12-310001604481eurn:TangibleAssetRelatedTemporaryDifferencesMember2024-12-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2024-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2024-12-310001604481eurn:UnremittedEarningsMember2024-12-310001604481eurn:BeforeOffsetAmountMember2024-12-310001604481eurn:OffsetAmountMember2024-12-310001604481eurn:DeductibleTemporaryDifferencesMember2024-12-310001604481eurn:DeductibleTemporaryDifferencesMember2023-12-310001604481eurn:NondeductibleTemporaryDifferencesMember2024-12-310001604481eurn:NondeductibleTemporaryDifferencesMember2023-12-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2021-12-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2022-01-012022-12-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2022-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2021-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2022-01-012022-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2022-12-310001604481eurn:UnremittedEarningsMember2021-12-310001604481eurn:UnremittedEarningsMember2022-01-012022-12-310001604481eurn:UnremittedEarningsMember2022-12-310001604481eurn:ReclassificationsMember2021-12-310001604481eurn:ReclassificationsMember2022-01-012022-12-310001604481eurn:ReclassificationsMember2022-12-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2023-01-012023-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2023-01-012023-12-310001604481eurn:UnremittedEarningsMember2023-01-012023-12-310001604481eurn:TangibleAssetsRelatedTemporaryDifferencesMember2023-12-310001604481eurn:TangibleAssetsRelatedTemporaryDifferencesMember2024-01-012024-12-310001604481eurn:TangibleAssetsRelatedTemporaryDifferencesMember2024-12-310001604481eurn:EmployeeBenefitRelatedTemporaryDifferencesMember2024-01-012024-12-310001604481eurn:UnusedTaxLossesandTaxCreditsMember2024-01-012024-12-310001604481eurn:UnremittedEarningsMember2024-01-012024-12-310001604481ifrs-full:FinancialGuaranteeContractsMember2024-01-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMember2023-12-310001604481ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2024-12-310001604481ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMember2023-12-310001604481ifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMember2024-12-310001604481ifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMember2023-12-310001604481ifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMember2024-12-310001604481ifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMember2023-12-310001604481eurn:BunkerInventoryOnBoardVesselMember2024-12-310001604481eurn:BunkerInventoryOnBoardVesselMember2023-12-310001604481eurn:TrucksAndSparePartsToBeConvertedIntoHydrotrucksForResaleMember2024-12-3100016044812024-01-012024-02-290001604481ifrs-full:InterestRateSwapContractMembereurn:AmendedSecuredLoanDue2030WithMarginRateAt2.15Member2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:AmendedSecuredLoanDue2030WithMarginRateAt2.15Member2024-01-012024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:UnderlyingFacilityDueMarch282025Member2023-12-310001604481eurn:UnderlyingFacilityDueMarch282025Memberifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesCapQuebecAndCapPembrokeMember2023-12-310001604481eurn:UnderlyingFacilityDueMarch282025Memberifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesCapQuebecAndCapPembrokeMember2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:UnderlyingFacilityDueSeptember282025Member2023-12-310001604481eurn:UnderlyingFacilityDueSeptember282025Memberifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesCapCorpusChristiAndCapPortArthurMember2023-12-310001604481eurn:UnderlyingFacilityDueSeptember282025Memberifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesCapCorpusChristiAndCapPortArthurMember2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SeniorSecuredLoanDue2026WithMarginRateAt235Member2023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SeniorSecuredLoanDue2026WithMarginRateAt235Member2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SecuredLoanDue2028WithMarginRateAt180Member2023-12-310001604481eurn:SecuredLoanDue2028WithMarginRateAt180Memberifrs-full:InterestRateSwapContractMembereurn:CedarAndCyprusMember2023-12-310001604481eurn:SecuredLoanDue2028WithMarginRateAt180Memberifrs-full:InterestRateSwapContractMembereurn:CedarAndCyprusMember2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SecuredLoanDue2030WithMarginRateAt215Member2023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SecuredLoanDue2030WithMarginRateAt215Member2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:A447MillionFacilityMember2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:A447MillionFacilityMember2023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:A447MillionFacilityMember2023-01-012023-12-310001604481ifrs-full:CurrencySwapContractMember2023-12-310001604481ifrs-full:CurrencySwapContractMember2023-01-012023-12-310001604481eurn:CapQuebecAndCapPembrokeMember2018-04-200001604481ifrs-full:InterestRateSwapContractMembereurn:CapQuebecAndCapPembrokeMember2018-03-282018-04-200001604481ifrs-full:InterestRateSwapContractMembereurn:CapQuebecAndCapPembrokeMember2018-04-200001604481eurn:UnderlyingFacilityDueMarch282025Memberifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesCapQuebecAndCapPembrokeMember2018-04-200001604481ifrs-full:InterestRateSwapContractMembereurn:CapQuebecAndCapPembrokeMember2023-01-012023-12-310001604481eurn:CommoditySwapContractMember2024-12-310001604481eurn:CommoditySwapContractMember2023-12-310001604481eurn:CapCorpusChristiAndCapPortArthurMember2020-10-260001604481ifrs-full:InterestRateSwapContractMembereurn:CapCorpusChristiAndCapPortArthurMember2020-10-262020-10-260001604481ifrs-full:InterestRateSwapContractMembereurn:CapCorpusChristiAndCapPortArthurMember2020-10-260001604481ifrs-full:InterestRateSwapContractMembereurn:CapCorpusChristiAndCapPortArthurMember2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2020Member2020-07-012020-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2020Member2022-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SeniorSecuredLoanDue2026WithMarginRateAt235Member2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2020Member2023-01-012023-12-310001604481eurn:SecuredLoanDue2028WithMarginRateAt180Memberifrs-full:InterestRateSwapContractMembereurn:SuezmaxesCedarAndCypressMember2022-01-260001604481ifrs-full:InterestRateSwapContractMembereurn:SecuredLoanDue2028WithMarginRateAt180Member2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SuezmaxesCedarAndCypressMember2023-01-012023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:AmendedSecuredLoanDue2030WithMarginRateAt2.15Member2022-06-210001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2022Member2022-06-210001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2022Member2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2022Memberifrs-full:AtFairValueMember2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2022Member2024-01-012024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:A447MillionFacilityMember2022-12-060001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2020Member2022-12-062022-12-060001604481ifrs-full:InterestRateSwapContractMembereurn:LongTermCharterPartiesVariousCap2022Member2022-12-060001604481ifrs-full:CurrencySwapContractMember2022-08-222022-08-220001604481ifrs-full:CurrencySwapContractMember2024-01-012024-12-3100016044812024-07-022024-07-020001604481ifrs-full:SharePremiumMemberifrs-full:MajorOrdinaryShareTransactionsMember2024-07-022024-07-0200016044812024-05-162024-05-160001604481ifrs-full:RetainedEarningsMember2024-05-162024-05-160001604481ifrs-full:SharePremiumMember2024-05-162024-05-1600016044812021-01-012021-12-310001604481ifrs-full:IssuedCapitalMember2022-01-012022-12-3100016044812023-01-012023-01-010001604481ifrs-full:IssuedCapitalMember2023-01-012023-12-310001604481ifrs-full:IssuedCapitalMember2024-01-012024-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:BankLoansMember2022-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:ConvertibleAndOtherNotesMember2022-12-310001604481ifrs-full:LaterThanFiveYearsMemberifrs-full:LeaseLiabilitiesMember2022-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:OtherBorrowingsMember2022-12-310001604481ifrs-full:LaterThanFiveYearsMember2022-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:BankLoansMember2022-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:ConvertibleAndOtherNotesMember2022-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LeaseLiabilitiesMember2022-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:OtherBorrowingsMember2022-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember2022-12-310001604481ifrs-full:LaterThanOneYearMembereurn:BankLoansMember2022-12-310001604481ifrs-full:LaterThanOneYearMembereurn:ConvertibleAndOtherNotesMember2022-12-310001604481ifrs-full:LaterThanOneYearMemberifrs-full:LeaseLiabilitiesMember2022-12-310001604481ifrs-full:LaterThanOneYearMembereurn:OtherBorrowingsMember2022-12-310001604481ifrs-full:LaterThanOneYearMember2022-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:BankLoansMember2022-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:ConvertibleAndOtherNotesMember2022-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LeaseLiabilitiesMember2022-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:OtherBorrowingsMember2022-12-310001604481ifrs-full:NotLaterThanOneYearMember2022-12-310001604481eurn:BankLoansMember2022-12-310001604481eurn:ConvertibleAndOtherNotesMember2022-12-310001604481ifrs-full:LeaseLiabilitiesMember2022-12-310001604481eurn:OtherBorrowingsMember2022-12-310001604481eurn:BankLoansMember2023-01-012023-12-310001604481eurn:ConvertibleAndOtherNotesMember2023-01-012023-12-310001604481ifrs-full:LeaseLiabilitiesMember2023-01-012023-12-310001604481eurn:OtherBorrowingsMember2023-01-012023-12-310001604481eurn:BankLoansMember2023-12-310001604481eurn:ConvertibleAndOtherNotesMember2023-12-310001604481ifrs-full:LeaseLiabilitiesMember2023-12-310001604481eurn:OtherBorrowingsMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:BankLoansMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:ConvertibleAndOtherNotesMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMemberifrs-full:LeaseLiabilitiesMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:OtherBorrowingsMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:BankLoansMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:ConvertibleAndOtherNotesMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LeaseLiabilitiesMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:OtherBorrowingsMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember2023-12-310001604481ifrs-full:LaterThanOneYearMembereurn:BankLoansMember2023-12-310001604481ifrs-full:LaterThanOneYearMembereurn:ConvertibleAndOtherNotesMember2023-12-310001604481ifrs-full:LaterThanOneYearMemberifrs-full:LeaseLiabilitiesMember2023-12-310001604481ifrs-full:LaterThanOneYearMembereurn:OtherBorrowingsMember2023-12-310001604481ifrs-full:LaterThanOneYearMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:BankLoansMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:ConvertibleAndOtherNotesMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LeaseLiabilitiesMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:OtherBorrowingsMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMember2023-12-310001604481eurn:BankLoansMember2024-01-012024-12-310001604481eurn:ConvertibleAndOtherNotesMember2024-01-012024-12-310001604481ifrs-full:LeaseLiabilitiesMember2024-01-012024-12-310001604481eurn:OtherBorrowingsMember2024-01-012024-12-310001604481eurn:BankLoansMember2024-12-310001604481eurn:ConvertibleAndOtherNotesMember2024-12-310001604481ifrs-full:LeaseLiabilitiesMember2024-12-310001604481eurn:OtherBorrowingsMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:BankLoansMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:ConvertibleAndOtherNotesMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMemberifrs-full:LeaseLiabilitiesMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:OtherBorrowingsMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:BankLoansMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:ConvertibleAndOtherNotesMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LeaseLiabilitiesMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:OtherBorrowingsMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember2024-12-310001604481ifrs-full:LaterThanOneYearMembereurn:BankLoansMember2024-12-310001604481ifrs-full:LaterThanOneYearMembereurn:ConvertibleAndOtherNotesMember2024-12-310001604481ifrs-full:LaterThanOneYearMemberifrs-full:LeaseLiabilitiesMember2024-12-310001604481ifrs-full:LaterThanOneYearMembereurn:OtherBorrowingsMember2024-12-310001604481ifrs-full:LaterThanOneYearMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:BankLoansMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:ConvertibleAndOtherNotesMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LeaseLiabilitiesMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:OtherBorrowingsMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMember2024-12-310001604481eurn:UnsecuredRevolvingCreditFacilityDue2026Member2021-04-070001604481eurn:UnsecuredRevolvingCreditFacilityDue2026Member2021-04-072021-04-070001604481eurn:UnsecuredRevolvingCreditFacilityDue2026Member2024-12-310001604481eurn:UnsecuredRevolvingCreditFacilityDue2026Member2023-12-310001604481eurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2022-06-210001604481eurn:TIAsiaLtdAndTIAfricaLtdMember2022-06-210001604481eurn:SecuredOvernightFinancingRateMembereurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2022-06-210001604481eurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2022-06-212022-06-210001604481eurn:SecuredFSOLoanDue2030WithMarginRateAt2.15SupplementaryAgreementMember2024-09-020001604481eurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2024-12-310001604481eurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2023-12-310001604481eurn:SeniorSecuredAmortizingFacilityDue2028WithMarginRateAt190Member2022-12-060001604481eurn:A307MillionRevolvingCreditFacilityMember2022-12-060001604481eurn:A700MillionTermLoanFacilityMember2022-12-060001604481eurn:UpsizeTermLoanFacilityMembersrt:MaximumMember2022-12-060001604481eurn:DNBCreditFacilityMember2023-06-290001604481eurn:ShipsVeryLargeCrudeCarriersMembereurn:DNBCreditFacilityMember2023-06-290001604481eurn:SuezmaxVesselsMembereurn:DNBCreditFacilityMember2023-06-290001604481eurn:DNBCreditFacilityMember2023-06-292023-06-2900016044812023-10-090001604481eurn:RefiSecuredVesselsLoanMember2023-11-070001604481eurn:RefiSecuredVesselsLoanMember2023-11-072023-11-070001604481eurn:RefiRevolvingLoanMember2023-11-070001604481eurn:RefiTransitionFacilityMember2023-11-070001604481eurn:RefiNewbuildFacilityMember2023-11-070001604481eurn:RefiRevolvingLoanMember2023-11-072023-11-070001604481eurn:RefiNewbuildFacilityMember2023-11-072023-11-070001604481eurn:RefiTransitionFacilityMember2023-11-072023-11-070001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiSecuredVesselsLoanMemberifrs-full:BottomOfRangeMember2023-11-070001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiSecuredVesselsLoanMemberifrs-full:TopOfRangeMember2023-11-070001604481eurn:RefiSecuredVesselsLoanMember2024-12-310001604481eurn:RefiSecuredVesselsLoanMember2023-12-310001604481eurn:KoreanExportCreditFacilityMember2017-04-250001604481eurn:KeximBNPAndCreditAgricoleCorporateMember2018-03-150001604481eurn:SeniorSecuredCreditFacilitiesMember2018-09-070001604481eurn:SeniorsecuredLoanDue2026WithMarginRateAt1.95Member2019-08-280001604481eurn:SeniorSecuredLoanDue2026WithMarginRateAt235Member2020-09-110001604481eurn:SecuredLoanDue2028WithMarginRateAt180Member2021-12-020001604481eurn:NordeaCreditFacilityMember2022-12-060001604481eurn:CEXIMIMember2022-01-290001604481eurn:CEXIMMember2024-12-310001604481eurn:SocGenEUR8.8MMember2022-03-100001604481eurn:SocGenEUR8.8MMember2024-12-310001604481eurn:KBCWindcatMember2023-03-020001604481eurn:KBCWindcatMember2024-12-310001604481eurn:BelfiusWindcatMember2023-05-160001604481eurn:BelfiusWindcatMember2024-12-310001604481eurn:BNPPFMember2023-10-090001604481eurn:BNPPFMember2024-11-280001604481eurn:BNPPFMember2024-12-310001604481eurn:SocGenEUR50MMember2023-08-030001604481eurn:SocGenEUR50MMember2024-09-300001604481eurn:CommissioningServiceOperationsVesselsCSOVsMembereurn:SocGenEUR50MMember2024-09-302024-09-300001604481eurn:SocGenEUR50MMember2024-12-310001604481eurn:CEXIMIIMember2023-09-280001604481eurn:CEXIMIIMember2024-12-310001604481eurn:KBCBelfiusWindcatMember2021-06-230001604481eurn:KBCBelfiusWindcatMember2024-12-310001604481eurn:CEXIMIIIMember2024-05-080001604481eurn:NewcastlemaxBulkCarriersMembereurn:CEXIMIIIMember2024-05-082024-05-080001604481eurn:CEXIMIIIMember2024-05-082024-05-080001604481eurn:SecuredOvernightFinancingRateMembereurn:CEXIMIIIMember2024-05-080001604481eurn:CEXIMIIIMember2024-12-310001604481eurn:GlobalRefinancingFacilityMember2024-06-280001604481eurn:GlobalRefinancingFacilityRevolvingFacilityMember2024-06-280001604481eurn:KEXIMMember2024-07-220001604481eurn:SuezmaxVesselsMembereurn:KEXIMMember2024-07-222024-07-220001604481eurn:KEXIMMember2024-07-222024-07-220001604481eurn:KEXIMMember2024-12-310001604481eurn:SeniorSecuredCreditFacilityHamburgCommercialBankMember2024-09-270001604481eurn:SeniorSecuredCreditFacilityHamburgCommercialBankRevolvingCreditFacilityMember2024-09-270001604481eurn:SeniorSecuredCreditFacilityHamburgCommercialBankTermLoanFacilityMember2024-09-270001604481eurn:SeniorSecuredCreditFacilityHamburgCommercialBankSyndicatedToDanskeBankMember2024-12-270001604481eurn:SecuredOvernightFinancingRateMembereurn:SeniorSecuredCreditFacilityHamburgCommercialBankMemberifrs-full:BottomOfRangeMember2024-09-270001604481eurn:SecuredOvernightFinancingRateMembereurn:SeniorSecuredCreditFacilityHamburgCommercialBankMemberifrs-full:TopOfRangeMember2024-09-270001604481eurn:SeniorSecuredCreditFacilityHamburgCommercialBankMember2024-12-310001604481eurn:KfW41.8MMember2024-10-200001604481eurn:NewcastlemaxBulkCarriersMembereurn:KfW41.8MMember2024-10-202024-10-200001604481eurn:SecuredOvernightFinancingRateMembereurn:KfW41.8MMember2024-10-200001604481eurn:KfW41.8MMember2024-10-202024-10-200001604481eurn:UnsecuredRevolvingLoanDue2026WithMarginRateAt150Member2024-12-310001604481eurn:SecuredOvernightFinancingRateSOFRPlusCreditAdjustmentSpreadCASMembereurn:UnsecuredRevolvingLoanDue2026WithMarginRateAt150Member2024-12-310001604481eurn:CarryingAmountNettingMembereurn:UnsecuredRevolvingLoanDue2026WithMarginRateAt150Member2024-12-310001604481eurn:UnsecuredRevolvingLoanDue2026WithMarginRateAt150Member2023-12-310001604481eurn:CarryingAmountNettingMembereurn:UnsecuredRevolvingLoanDue2026WithMarginRateAt150Member2023-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2024-12-310001604481eurn:CarryingAmountNettingMembereurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2024-12-310001604481eurn:CarryingAmountNettingMembereurn:SecuredFSOLoanDue2030WithMarginRateAt215Member2023-12-310001604481eurn:RefiRevolvingLoanMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiRevolvingLoanMembersrt:MinimumMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiRevolvingLoanMembersrt:MaximumMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:RefiRevolvingLoanMember2024-12-310001604481eurn:RefiRevolvingLoanMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:RefiRevolvingLoanMember2023-12-310001604481eurn:RefiTransitionFacilityMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiTransitionFacilityMembersrt:MinimumMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiTransitionFacilityMembersrt:MaximumMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:RefiTransitionFacilityMember2024-12-310001604481eurn:RefiTransitionFacilityMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:RefiTransitionFacilityMember2023-12-310001604481eurn:RefiNewbuildFacilityMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiNewbuildFacilityMembersrt:MinimumMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:RefiNewbuildFacilityMembersrt:MaximumMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:RefiNewbuildFacilityMember2024-12-310001604481eurn:RefiNewbuildFacilityMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:RefiNewbuildFacilityMember2023-12-310001604481eurn:SecuredVesselsLoan129.75MMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:SecuredVesselsLoan129.75MMembersrt:MinimumMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:SecuredVesselsLoan129.75MMembersrt:MaximumMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:SecuredVesselsLoan129.75MMember2024-12-310001604481eurn:SecuredVesselsLoan129.75MMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:SecuredVesselsLoan129.75MMember2023-12-310001604481eurn:SecuredVesselsRevolvingLoan182.5MMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:SecuredVesselsRevolvingLoan182.5MMembersrt:MinimumMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:SecuredVesselsRevolvingLoan182.5MMembersrt:MaximumMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:SecuredVesselsRevolvingLoan182.5MMember2024-12-310001604481eurn:SecuredVesselsRevolvingLoan182.5MMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:SecuredVesselsRevolvingLoan182.5MMember2023-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:BelfiusWindcatMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:BelfiusWindcatMember2024-12-310001604481eurn:BelfiusWindcatMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:BelfiusWindcatMember2023-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:KBCWindcatMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:KBCWindcatMember2024-12-310001604481eurn:KBCWindcatMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:KBCWindcatMember2023-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:BNPPFMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:BNPPFMember2024-12-310001604481eurn:BNPPFMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:BNPPFMember2023-12-310001604481eurn:CEXIMIMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:CEXIMIMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:CEXIMIMember2024-12-310001604481eurn:CEXIMIMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:CEXIMIMember2023-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:CEXIMIIMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:CEXIMIIMember2024-12-310001604481eurn:CEXIMIIMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:CEXIMIIMember2023-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:CEXIMIIIMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:CEXIMIIIMember2024-12-310001604481eurn:CEXIMIIIMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:CEXIMIIIMember2023-12-310001604481eurn:EuroInterbankOfferedRateEURIBORMembereurn:KBCBelfiusWindcatMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:KBCBelfiusWindcatMember2024-12-310001604481eurn:KBCBelfiusWindcatMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:KBCBelfiusWindcatMember2023-12-310001604481eurn:SocGenEUR154.7MMember2024-12-310001604481eurn:EuroInterbankOfferedRateEURIBORMembereurn:SocGenEUR154.7MMembersrt:MinimumMember2024-12-310001604481eurn:EuroInterbankOfferedRateEURIBORMembereurn:SocGenEUR154.7MMembersrt:MaximumMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:SocGenEUR154.7MMember2024-12-310001604481eurn:SocGenEUR154.7MMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:SocGenEUR154.7MMember2023-12-310001604481eurn:EuroInterbankOfferedRateEURIBORMembereurn:SocGenEUR8.8MMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:SocGenEUR8.8MMember2024-12-310001604481eurn:SocGenEUR8.8MMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:SocGenEUR8.8MMember2023-12-310001604481eurn:KfW41.8MMember2024-12-310001604481eurn:SecuredOvernightFinancingRateMembereurn:KfW41.8MMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:KfW41.8MMember2024-12-310001604481eurn:KfW41.8MMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:KfW41.8MMember2023-12-310001604481eurn:BorrowingsExcludingNonBankLoansMember2024-12-310001604481eurn:CarryingAmountNettingMembereurn:BorrowingsExcludingNonBankLoansMember2024-12-310001604481eurn:BorrowingsExcludingNonBankLoansMember2023-12-310001604481eurn:CarryingAmountNettingMembereurn:BorrowingsExcludingNonBankLoansMember2023-12-310001604481ifrs-full:FixedInterestRateMembereurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2024-12-310001604481eurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2024-12-310001604481ifrs-full:GrossCarryingAmountMembereurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2024-12-310001604481eurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2023-12-310001604481ifrs-full:GrossCarryingAmountMembereurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2023-12-310001604481eurn:OtherNotesMember2024-12-310001604481ifrs-full:GrossCarryingAmountMembereurn:OtherNotesMember2024-12-310001604481eurn:OtherNotesMember2023-12-310001604481ifrs-full:GrossCarryingAmountMembereurn:OtherNotesMember2023-12-310001604481eurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2021-09-020001604481ifrs-full:FixedInterestRateMembereurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2021-09-020001604481eurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2021-09-022021-09-020001604481eurn:UnsecuredNoteDue2022WithFixedCouponRate7.50Member2021-09-010001604481eurn:UnsecuredNoteDue2022WithFixedCouponRate7.50Member2021-09-022021-09-020001604481eurn:UnsecuredNoteDue2026WithFixedCouponRate625Member2022-03-180001604481eurn:TreasuryNotesMember2017-06-060001604481eurn:TreasuryNotesMember2018-10-010001604481eurn:TreasuryNotesMember2024-12-310001604481eurn:TreasuryNotesMember2023-12-310001604481eurn:TreasuryNotesMember2017-06-062017-06-060001604481eurn:EuroInterbankOfferedRateMembereurn:TreasuryNotesMember2017-06-060001604481ifrs-full:ForwardContractMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2024-12-310001604481ifrs-full:ForwardContractMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2023-12-310001604481eurn:SaleAndLeasebackAgreementMember2019-12-302019-12-300001604481ifrs-full:ShipsMembereurn:SaleAndLeasebackAgreementMembereurn:NauticaMember2019-12-300001604481ifrs-full:ShipsMembereurn:SaleAndLeasebackAgreementMembereurn:NectarMember2019-12-300001604481ifrs-full:ShipsMembereurn:SaleAndLeasebackAgreementMembereurn:NobleMember2019-12-300001604481eurn:SaleAndLeasebackAgreementMember2024-01-012024-12-310001604481eurn:SaleAndLeasebackAgreementMemberifrs-full:ShipsMembereurn:SuezmaxCypressMember2023-12-040001604481eurn:SaleAndLeasebackAgreementMemberifrs-full:ShipsMembereurn:SuezmaxCedarMember2023-12-040001604481eurn:SuezmaxesCypresAndCedarMembereurn:SaleAndLeasebackAgreementMember2023-12-042023-12-040001604481eurn:SecuredOvernightFinancingRateSOFRMembereurn:SaleAndLeasebackAgreementMembereurn:SuezmaxesCypresAndCedarMember2023-12-040001604481eurn:SuezmaxesCypresAndCedarMembereurn:SaleAndLeasebackAgreementMember2024-12-310001604481eurn:SuezmaxesCypresAndCedarMembereurn:SaleAndLeasebackAgreementMember2023-12-040001604481eurn:NewbuildsMembereurn:SaleAndLeasebackAgreementMember2024-02-290001604481eurn:SaleAndLeasebackAgreementMembereurn:NewbuildsMembersrt:MinimumMember2024-01-012024-12-310001604481eurn:SaleAndLeasebackAgreementMembereurn:NewbuildsMembersrt:MaximumMember2024-01-012024-12-310001604481eurn:SecuredOvernightFinancingRateSOFRMembereurn:SaleAndLeasebackAgreementMembereurn:NewbuildsMembersrt:MinimumMember2024-12-310001604481eurn:SecuredOvernightFinancingRateSOFRMembereurn:SaleAndLeasebackAgreementMembereurn:NewbuildsMembersrt:MaximumMember2024-12-310001604481eurn:DryBulkVesselsMembereurn:SaleAndLeasebackAgreementMember2024-01-012024-12-310001604481eurn:SecuredOvernightFinancingRateSOFRMembereurn:SaleAndLeasebackAgreementMembereurn:DryBulkVesselsMember2024-12-310001604481eurn:DryBulkVesselsMembereurn:SaleAndLeasebackAgreementMember2024-12-310001604481eurn:ChemicalTankerOneMembereurn:SaleAndLeasebackAgreementMember2024-01-012024-12-310001604481eurn:ChemicalTankerTwoMembereurn:SaleAndLeasebackAgreementMember2024-01-012024-12-310001604481eurn:ChemicalTankersMembereurn:SaleAndLeasebackAgreementMember2024-01-012024-12-310001604481eurn:SecuredOvernightFinancingRateSOFRMembereurn:SaleAndLeasebackAgreementMembereurn:ChemicalTankersMember2024-12-310001604481eurn:ChemicalTankersMembereurn:SaleAndLeasebackAgreementMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:SaleAndLeasebackAgreementLeasePaymentsMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:SaleAndLeasebackAgreementLeasePaymentsMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:SaleAndLeasebackAgreementLeasePaymentsMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:SaleAndLeasebackAgreementLeasePaymentsMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:SaleAndLeasebackAgreementLeasePaymentsMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:SaleAndLeasebackAgreementLeasePaymentsMember2023-12-310001604481eurn:SaleAndLeasebackAgreementLeasePaymentsMember2024-12-310001604481eurn:SaleAndLeasebackAgreementLeasePaymentsMember2023-12-310001604481eurn:RefinancingFacilitiesMember2024-01-012024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-01-012024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-01-012023-12-310001604481ifrs-full:LeaseLiabilitiesMember2024-01-012024-12-310001604481ifrs-full:LeaseLiabilitiesMember2023-01-012023-12-310001604481eurn:LoansAndBorrowingsMember2021-12-310001604481eurn:OtherNotesMember2021-12-310001604481eurn:OtherBorrowingsMember2021-12-310001604481ifrs-full:LeaseLiabilitiesMember2021-12-310001604481eurn:ShareCapitalAndPremiumMember2021-12-310001604481eurn:ReservesMember2021-12-310001604481ifrs-full:TreasurySharesMember2021-12-310001604481ifrs-full:RetainedEarningsMember2021-12-310001604481eurn:LoansAndBorrowingsMember2022-01-012022-12-310001604481eurn:OtherNotesMember2022-01-012022-12-310001604481eurn:OtherBorrowingsMember2022-01-012022-12-310001604481ifrs-full:LeaseLiabilitiesMember2022-01-012022-12-310001604481eurn:ShareCapitalAndPremiumMember2022-01-012022-12-310001604481eurn:ReservesMember2022-01-012022-12-310001604481ifrs-full:TreasurySharesMember2022-01-012022-12-310001604481ifrs-full:RetainedEarningsMember2022-01-012022-12-310001604481eurn:LoansAndBorrowingsMember2022-12-310001604481eurn:OtherNotesMember2022-12-310001604481eurn:OtherBorrowingsMember2022-12-310001604481ifrs-full:LeaseLiabilitiesMember2022-12-310001604481eurn:ShareCapitalAndPremiumMember2022-12-310001604481eurn:ReservesMember2022-12-310001604481ifrs-full:TreasurySharesMember2022-12-310001604481ifrs-full:RetainedEarningsMember2022-12-310001604481eurn:LoansAndBorrowingsMember2023-01-012023-12-310001604481eurn:OtherNotesMember2023-01-012023-12-310001604481eurn:OtherBorrowingsMember2023-01-012023-12-310001604481ifrs-full:LeaseLiabilitiesMember2023-01-012023-12-310001604481eurn:ShareCapitalAndPremiumMember2023-01-012023-12-310001604481eurn:ReservesMember2023-01-012023-12-310001604481ifrs-full:TreasurySharesMember2023-01-012023-12-310001604481ifrs-full:RetainedEarningsMember2023-01-012023-12-310001604481eurn:LoansAndBorrowingsMember2023-12-310001604481eurn:OtherNotesMember2023-12-310001604481eurn:OtherBorrowingsMember2023-12-310001604481ifrs-full:LeaseLiabilitiesMember2023-12-310001604481eurn:ShareCapitalAndPremiumMember2023-12-310001604481eurn:ReservesMember2023-12-310001604481ifrs-full:TreasurySharesMember2023-12-310001604481ifrs-full:RetainedEarningsMember2023-12-310001604481eurn:LoansAndBorrowingsMember2024-01-012024-12-310001604481eurn:OtherNotesMember2024-01-012024-12-310001604481eurn:OtherBorrowingsMember2024-01-012024-12-310001604481ifrs-full:LeaseLiabilitiesMember2024-01-012024-12-310001604481eurn:ShareCapitalAndPremiumMember2024-01-012024-12-310001604481eurn:ReservesMember2024-01-012024-12-310001604481ifrs-full:TreasurySharesMember2024-01-012024-12-310001604481ifrs-full:RetainedEarningsMember2024-01-012024-12-310001604481eurn:LoansAndBorrowingsMember2024-12-310001604481eurn:OtherNotesMember2024-12-310001604481eurn:OtherBorrowingsMember2024-12-310001604481ifrs-full:LeaseLiabilitiesMember2024-12-310001604481eurn:ShareCapitalAndPremiumMember2024-12-310001604481eurn:ReservesMember2024-12-310001604481ifrs-full:TreasurySharesMember2024-12-310001604481ifrs-full:RetainedEarningsMember2024-12-310001604481eurn:FundedPlan1Member2024-12-310001604481eurn:FundedPlan1Member2023-12-310001604481eurn:FundedPlan1Member2022-12-310001604481eurn:UnfundedPlan1Member2024-12-310001604481eurn:UnfundedPlan1Member2023-12-310001604481eurn:UnfundedPlan1Member2022-12-310001604481ifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2023-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:ForwardContractMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2023-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:InterestRateSwapContractMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2023-12-310001604481eurn:MeasuredAtFairValueMember2023-12-310001604481eurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2023-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:NoncurrentReceivablesMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2023-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:LeaseReceivablesMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2023-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:TradeReceivablesMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2023-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:CashAndCashEquivalents1Member2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2023-12-310001604481eurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:InterestRateSwapContractMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2023-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:SecuredBankLoansMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:UnsecuredOtherNotesMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:UnsecuredBorrowingsOtherMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:LeaseLiabilitiesMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:TradeAndOtherPayablesMember2023-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2023-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember2023-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2024-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:InterestRateSwapContractMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:InterestRateSwapContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:FinancialAssetsAtFairValueThroughOtherComprehensiveIncomeCategoryMember2024-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2024-12-310001604481eurn:MeasuredAtFairValueMember2024-12-310001604481eurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:NoncurrentReceivablesMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:NoncurrentReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2024-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:LeaseReceivablesMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:LeaseReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2024-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:TradeReceivablesMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:TradeReceivablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:CashAndCashEquivalents1Member2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:CashAndCashEquivalents1Membereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:FinancialAssetsAtAmortisedCostCategoryMember2024-12-310001604481eurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:ForwardContractMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:ForwardContractMembereurn:MeasuredAtFairValueMember2024-12-310001604481eurn:MeasuredAtFairValueMemberifrs-full:FinancialLiabilitiesAtFairValueThroughProfitOrLossCategoryMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:SecuredBankLoansMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:SecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:UnsecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:UnsecuredBankLoansMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:UnsecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:UnsecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:UnsecuredBankLoansMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:UnsecuredOtherNotesMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:UnsecuredOtherNotesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:UnsecuredBorrowingsOtherMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:UnsecuredBorrowingsOtherMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:LeaseLiabilitiesMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMemberifrs-full:LeaseLiabilitiesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMembereurn:TradeAndOtherPayablesMember2024-12-310001604481ifrs-full:Level1OfFairValueHierarchyMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level2OfFairValueHierarchyMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481ifrs-full:Level3OfFairValueHierarchyMembereurn:TradeAndOtherPayablesMembereurn:NotMeasuredAtFairValueMember2024-12-310001604481eurn:NotMeasuredAtFairValueMemberifrs-full:FinancialLiabilitiesAtAmortisedCostCategoryMember2024-12-310001604481eurn:CustomerConcentrationRisk1Membereurn:CustomerOneMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMember2024-12-310001604481eurn:CustomerConcentrationRisk1Membereurn:CustomerOneMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMember2023-12-310001604481ifrs-full:CurrentMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2024-12-310001604481ifrs-full:CurrentMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2023-12-310001604481ifrs-full:NotLaterThanOneMonthMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2024-12-310001604481ifrs-full:NotLaterThanOneMonthMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2023-12-310001604481eurn:LaterThanOneMonthAndNotLaterThanOneYearMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2024-12-310001604481eurn:LaterThanOneMonthAndNotLaterThanOneYearMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2023-12-310001604481ifrs-full:LaterThanOneYearMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2024-12-310001604481ifrs-full:LaterThanOneYearMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2023-12-310001604481ifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2024-12-310001604481ifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMemberifrs-full:LoansAndReceivablesCategoryMember2023-12-310001604481eurn:CustomerConcentrationRisk1Membereurn:TIPoolMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMember2024-12-310001604481eurn:CustomerConcentrationRisk1Membereurn:TIPoolMemberifrs-full:TradeReceivablesMemberifrs-full:CreditRiskMember2023-12-310001604481ifrs-full:CreditRiskMember2024-12-310001604481ifrs-full:CreditRiskMember2023-12-310001604481eurn:A150.0MillionSustainabilityLinkedSeniorSecuredCreditFacilityMember2024-01-012024-12-310001604481eurn:A41.8MillionSeniorSecuredCreditFacilityMember2024-01-012024-12-310001604481eurn:A151.2MillionSeniorSecuredCreditFacilityMember2024-01-012024-12-310001604481eurn:A154.7MillionSustainabilityLinkedSeniorSecuredCreditFacilityMember2024-01-012024-12-310001604481eurn:A77.9MillionSeniorSecuredCreditFacilityMember2024-01-012024-12-310001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54BREDMember2024-01-012024-12-310001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54CICMember2024-01-012024-12-310001604481eurn:A3.5MillionSeniorSecuredCreditFacilityTSMWindcat56Member2024-01-012024-12-310001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59BPIMember2024-01-012024-12-310001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59CICMember2024-01-012024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMembereurn:BankLoansAndOtherNotesMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LiquidityRiskMembereurn:BankLoansAndOtherNotesMember2023-12-310001604481eurn:BankLoansAndOtherNotesMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310001604481eurn:BankLoansAndOtherNotesMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481eurn:BankLoansAndOtherNotesMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMembereurn:OtherBorrowingsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LiquidityRiskMembereurn:OtherBorrowingsMember2023-12-310001604481eurn:OtherBorrowingsMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310001604481eurn:OtherBorrowingsMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481eurn:OtherBorrowingsMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMemberifrs-full:LeaseLiabilitiesMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LiquidityRiskMemberifrs-full:LeaseLiabilitiesMember2023-12-310001604481ifrs-full:LeaseLiabilitiesMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LeaseLiabilitiesMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LeaseLiabilitiesMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMembereurn:TradeAndOtherPayablesMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LiquidityRiskMembereurn:TradeAndOtherPayablesMember2023-12-310001604481eurn:TradeAndOtherPayablesMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310001604481eurn:TradeAndOtherPayablesMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481eurn:TradeAndOtherPayablesMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMemberifrs-full:InterestRateSwapContractMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:LiquidityRiskMemberifrs-full:InterestRateSwapContractMember2023-12-310001604481ifrs-full:InterestRateSwapContractMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:InterestRateSwapContractMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:InterestRateSwapContractMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMembereurn:BankLoansAndOtherNotesMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LiquidityRiskMembereurn:BankLoansAndOtherNotesMember2024-12-310001604481eurn:BankLoansAndOtherNotesMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310001604481eurn:BankLoansAndOtherNotesMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481eurn:BankLoansAndOtherNotesMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMembereurn:OtherBorrowingsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LiquidityRiskMembereurn:OtherBorrowingsMember2024-12-310001604481eurn:OtherBorrowingsMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310001604481eurn:OtherBorrowingsMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481eurn:OtherBorrowingsMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMemberifrs-full:LeaseLiabilitiesMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LiquidityRiskMemberifrs-full:LeaseLiabilitiesMember2024-12-310001604481ifrs-full:LeaseLiabilitiesMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LeaseLiabilitiesMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LeaseLiabilitiesMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMembereurn:TradeAndOtherPayablesMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LiquidityRiskMembereurn:TradeAndOtherPayablesMember2024-12-310001604481eurn:TradeAndOtherPayablesMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310001604481eurn:TradeAndOtherPayablesMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481eurn:TradeAndOtherPayablesMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:FinancialLiabilitiesAtAmortisedCostMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:SecuredOvernightFinancingRateMember2024-12-310001604481ifrs-full:MarketRiskMember2024-01-012024-12-310001604481ifrs-full:MarketRiskMember2023-01-012023-12-310001604481ifrs-full:MarketRiskMember2022-01-012022-12-310001604481ifrs-full:FixedInterestRateMembereurn:FinancialAssets1Memberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FixedInterestRateMembereurn:FinancialAssets1Memberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FixedInterestRateMembereurn:FinancialLiabilities1Memberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FixedInterestRateMembereurn:FinancialLiabilities1Memberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FixedInterestRateMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FixedInterestRateMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FloatingInterestRateMembereurn:FinancialAssets1Memberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FloatingInterestRateMembereurn:FinancialAssets1Memberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FloatingInterestRateMembereurn:FinancialLiabilities1Memberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FloatingInterestRateMembereurn:FinancialLiabilities1Memberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:FloatingInterestRateMembereurn:Borrowings1Memberifrs-full:InterestRateRiskMember2022-01-012022-12-310001604481ifrs-full:FloatingInterestRateMembereurn:Borrowings1Memberifrs-full:InterestRateRiskMember2022-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2022-01-012022-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2022-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2022-01-012022-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2022-12-310001604481ifrs-full:FloatingInterestRateMembereurn:Borrowings1Memberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:FloatingInterestRateMembereurn:Borrowings1Memberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:FloatingInterestRateMembereurn:Borrowings1Memberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:FloatingInterestRateMembereurn:Borrowings1Memberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:CurrencyRiskMember2024-12-310001604481ifrs-full:CurrencyRiskMember2023-12-310001604481ifrs-full:CurrencyRiskMember2022-12-310001604481currency:EURifrs-full:CurrencyRiskMember2024-12-310001604481currency:USDifrs-full:CurrencyRiskMember2024-12-310001604481currency:EURifrs-full:CurrencyRiskMember2023-12-310001604481currency:USDifrs-full:CurrencyRiskMember2023-12-310001604481currency:EURifrs-full:CurrencyRiskMember2022-12-310001604481currency:USDifrs-full:CurrencyRiskMember2022-12-310001604481currency:EURifrs-full:CurrencyRiskMember2024-01-012024-12-310001604481currency:USDifrs-full:CurrencyRiskMember2024-01-012024-12-310001604481currency:EURifrs-full:CurrencyRiskMember2023-01-012023-12-310001604481currency:USDifrs-full:CurrencyRiskMember2023-01-012023-12-310001604481currency:EURifrs-full:CurrencyRiskMember2022-01-012022-12-310001604481currency:USDifrs-full:CurrencyRiskMember2022-01-012022-12-310001604481currency:EUReurn:CurrencyRiskNettingMember2023-12-310001604481currency:EUReurn:CurrencyRiskNettingMember2022-12-310001604481eurn:TreasuryNotesMembercurrency:EURifrs-full:CurrencyRiskMember2024-12-310001604481eurn:TreasuryNotesMembercurrency:USDifrs-full:CurrencyRiskMember2024-12-310001604481eurn:TreasuryNotesMembercurrency:EURifrs-full:CurrencyRiskMember2023-12-310001604481eurn:TreasuryNotesMembercurrency:USDifrs-full:CurrencyRiskMember2023-12-310001604481eurn:TreasuryNotesMembercurrency:EURifrs-full:CurrencyRiskMember2022-12-310001604481eurn:TreasuryNotesMembercurrency:USDifrs-full:CurrencyRiskMember2022-12-310001604481ifrs-full:CurrencyRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneMonthAndNotLaterThanSixMonthsMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanSixMonthsAndNotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneMonthAndNotLaterThanSixMonthsMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanSixMonthsAndNotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneMonthAndNotLaterThanSixMonthsMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanSixMonthsAndNotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneMonthAndNotLaterThanSixMonthsMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanSixMonthsAndNotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:LaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:CashFlowHedgesMembereurn:VariableRateInstrumentsMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMembereurn:VariableRateInstrumentsMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:CashFlowHedgesMembereurn:VariableRateInstrumentsMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:CashFlowHedgesMembereurn:VariableRateInstrumentsMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:CurrencySwapContractMemberifrs-full:CurrencyRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:CurrencySwapContractMemberifrs-full:CurrencyRiskMember2024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:CurrencySwapContractMemberifrs-full:CurrencyRiskMember2023-01-012023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:CurrencySwapContractMemberifrs-full:CurrencyRiskMember2023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481ifrs-full:CashFlowHedgesMember2023-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:InterestRateRiskMember2024-01-012024-12-310001604481ifrs-full:CashFlowHedgesMember2024-12-310001604481ifrs-full:CashFlowHedgesMember2022-12-310001604481ifrs-full:CashFlowHedgesMemberifrs-full:InterestRateRiskMember2023-01-012023-12-310001604481eurn:SeniorSecuredCreditFacilitiesMember2024-12-310001604481ifrs-full:MajorBusinessCombinationMembereurn:GoldenOceanGroupLimitedMember2025-04-300001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:BridgeFacilityFromKBCBankNVCreditAgricoleCIBSocieteGeneraleMember2025-03-040001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:AgreementWithSyndicateBanksToRefinanceGoldenOceansDebtMember2025-03-040001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:AgreementWithSyndicateBanksToRefinanceGoldenOceansDebtMember2025-03-042025-03-0400016044812025-03-042025-03-040001604481srt:MinimumMembereurn:SeniorSecuredCreditFacilitiesMember2024-12-310001604481eurn:SeniorSecuredLoanDue2026WithMarginRateAt235Member2024-12-310001604481eurn:EuronavNVMembereurn:CMBMember2023-11-222023-11-220001604481eurn:SecuredRevolvingLoanDue2025WithMarginRateAt2.0Member2024-12-310001604481eurn:SecuredRevolvingLoanDue2025WithMarginRateAt2.0Member2023-11-220001604481ifrs-full:RightofuseAssetsMembereurn:BareboatCharterMembereurn:NautilusNucleusNeptunAndNavarinMember2019-01-010001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMember2021-12-152021-12-150001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMembereurn:NautilusMember2021-10-012021-12-310001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMembereurn:NucleusNeptunAndNavarinMember2022-01-012022-03-310001604481eurn:VLLCNavarinNeptunAndNucleusMemberifrs-full:RightofuseAssetsMember2022-03-310001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMembersrt:MaximumMember2021-12-152021-12-150001604481ifrs-full:RightofuseAssetsMembereurn:TimeCharterAgreementMember2020-10-272020-11-060001604481ifrs-full:RightofuseAssetsMembereurn:TimeCharterAgreementMembereurn:SuezmaxesMarlinSardiniaMember2020-10-270001604481ifrs-full:RightofuseAssetsMembereurn:TimeCharterAgreementMembereurn:SeuzmaxesMarlinSomersetMember2020-11-060001604481ifrs-full:RightofuseAssetsMembereurn:TimeCharterAgreementMember2022-06-242022-06-240001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMembereurn:VLCCNewtonMember2021-02-230001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMembereurn:VLCCNewtonMember2021-02-232021-02-230001604481ifrs-full:RightofuseAssetsMembereurn:SaleAndLeasebackAgreementMember2023-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LeaseLiabilityInASaleAndLeasebackMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMemberifrs-full:LeaseLiabilityInASaleAndLeasebackMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LeaseLiabilityInASaleAndLeasebackMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LeaseLiabilityInASaleAndLeasebackMember2023-12-310001604481ifrs-full:LeaseLiabilityInASaleAndLeasebackMember2024-12-310001604481ifrs-full:LeaseLiabilityInASaleAndLeasebackMember2023-12-310001604481eurn:BareBoatsMember2022-12-310001604481eurn:TimeChartersMember2022-12-310001604481eurn:OfficeRentalMember2022-12-310001604481eurn:CompanyCarsMember2022-12-310001604481eurn:BareBoatsMember2023-01-012023-12-310001604481eurn:TimeChartersMember2023-01-012023-12-310001604481eurn:OfficeRentalMember2023-01-012023-12-310001604481eurn:CompanyCarsMember2023-01-012023-12-310001604481eurn:BareBoatsMember2023-12-310001604481eurn:TimeChartersMember2023-12-310001604481eurn:OfficeRentalMember2023-12-310001604481eurn:CompanyCarsMember2023-12-310001604481eurn:BareBoatsMember2024-01-012024-12-310001604481eurn:TimeChartersMember2024-01-012024-12-310001604481eurn:OfficeRentalMember2024-01-012024-12-310001604481eurn:CompanyCarsMember2024-01-012024-12-310001604481eurn:BareBoatsMember2024-12-310001604481eurn:TimeChartersMember2024-12-310001604481eurn:OfficeRentalMember2024-12-310001604481eurn:CompanyCarsMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:VesselsMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:VesselsMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:VesselsMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMembereurn:VesselsMember2023-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:VesselsMember2024-12-310001604481ifrs-full:LaterThanFiveYearsMembereurn:VesselsMember2023-12-310001604481eurn:VesselsMember2024-12-310001604481eurn:VesselsMember2023-12-310001604481eurn:IFRS16Membereurn:VesselsMember2024-12-310001604481eurn:IFRS16Membereurn:VesselsMember2023-12-310001604481eurn:IFRS15Membereurn:VesselsMember2024-12-310001604481eurn:IFRS15Membereurn:VesselsMember2023-12-3100016044812019-01-010001604481ifrs-full:NotLaterThanOneYearMembereurn:OfficeLeaseMember2024-12-310001604481ifrs-full:NotLaterThanOneYearMembereurn:OfficeLeaseMember2023-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:OfficeLeaseMember2024-12-310001604481ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMembereurn:OfficeLeaseMember2023-12-310001604481ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:OfficeLeaseMember2024-12-310001604481ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMembereurn:OfficeLeaseMember2023-12-310001604481eurn:OfficeLeaseMember2024-12-310001604481eurn:OfficeLeaseMember2023-12-310001604481ifrs-full:OnerousContractsProvisionMember2022-12-310001604481ifrs-full:OnerousContractsProvisionMember2023-01-012023-12-310001604481ifrs-full:OnerousContractsProvisionMember2023-12-310001604481ifrs-full:OnerousContractsProvisionMember2024-01-012024-12-310001604481ifrs-full:OnerousContractsProvisionMember2024-12-310001604481eurn:RMKMember2024-01-012024-12-310001604481eurn:RMKMember2024-12-310001604481eurn:FrontlineMember2024-04-080001604481eurn:FrontlineMembereurn:A24VLCCTankersMember2023-10-090001604481eurn:FrontlineMember2024-09-060001604481ifrs-full:FinancialGuaranteeContractsMember2024-12-310001604481eurn:CMB.TECHNVMembereurn:CMBMember2024-01-012024-12-310001604481srt:SubsidiariesMembereurn:MCAFacilitiesMember2024-01-012024-12-310001604481srt:SubsidiariesMembereurn:MCAFacilitiesMember2023-01-012023-12-310001604481srt:SubsidiariesMembereurn:MCAFacilitiesMember2022-01-012022-12-310001604481srt:SubsidiariesMembereurn:MCAFacilitiesMember2024-12-310001604481srt:SubsidiariesMembereurn:MCAFacilitiesMember2023-12-310001604481ifrs-full:ParentMembereurn:CMBMember2024-01-012024-12-310001604481ifrs-full:ParentMembereurn:CMBMember2024-12-310001604481eurn:EcoTypeSuezmaxesMember2024-12-310001604481ifrs-full:ShipsMembereurn:SapphiraMember2024-12-310001604481ifrs-full:ShipsMembereurn:StatiaMember2024-12-310001604481ifrs-full:ShipsMembereurn:SelenaMember2024-12-310001604481ifrs-full:ShipsMembereurn:CapVictorMember2024-12-310001604481ifrs-full:ShipsMembereurn:CapFelixMember2024-12-3100016044812020-10-272020-11-060001604481eurn:KeyManagementPersonnelOfEntityOrParentNonExecutiveDirectorsMember2024-01-012024-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentNonExecutiveDirectorsMember2023-01-012023-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentNonExecutiveDirectorsMember2022-01-012022-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeExcludingChiefExecutiveOfficerFixedRemunerationMember2024-01-012024-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeExcludingChiefExecutiveOfficerFixedRemunerationMember2023-01-012023-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeExcludingChiefExecutiveOfficerFixedRemunerationMember2022-01-012022-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeExcludingChiefExecutiveOfficerVariableRemunerationMember2024-01-012024-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeExcludingChiefExecutiveOfficerVariableRemunerationMember2023-01-012023-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeExcludingChiefExecutiveOfficerVariableRemunerationMember2022-01-012022-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeChiefExecutiveOfficerFixedRemunerationMember2024-01-012024-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeChiefExecutiveOfficerFixedRemunerationMember2023-01-012023-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeChiefExecutiveOfficerFixedRemunerationMember2022-01-012022-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeChiefExecutiveOfficerVariableRemunerationMember2024-01-012024-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeChiefExecutiveOfficerVariableRemunerationMember2023-01-012023-12-310001604481eurn:KeyManagementPersonnelOfEntityOrParentExecutiveCommitteeChiefExecutiveOfficerVariableRemunerationMember2022-01-012022-12-310001604481eurn:EmployeeStockOption1Membereurn:ExecutiveCommittee1Member2015-02-122015-02-120001604481eurn:RestrictedStockUnitsRSUs1Membereurn:ExecutiveCommittee1Member2015-02-122015-02-120001604481eurn:EmployeeStockOption1Membereurn:ExecutiveCommitteeExcludingChiefExecutiveOfficerMember2015-02-122015-02-120001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2017Membereurn:PhantomShareUnitsPSUs1Member2017-02-092017-02-090001604481eurn:PhantomShareUnitsPSUs1Membereurn:ExecutiveCommittee1Member2018-02-162018-02-160001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Member2019-01-082019-01-080001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Member2021-01-012021-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2020-01-012020-03-310001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2022-04-012022-06-300001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2022-07-012022-09-300001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:SharebasedCompensationAwardTrancheFourMember2022-07-012022-09-300001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2021-01-012021-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2021-01-012021-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2021-01-012021-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:PhantomShareUnitsPSUs1Membereurn:SharebasedCompensationAwardTrancheFourMember2021-01-012021-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2019Membereurn:RestrictedStockUnitsRSUs1Member2019-04-012019-04-010001604481eurn:LongTermIncentivePlan2019Membereurn:RestrictedStockUnitsRSUs1Member2019-04-012019-04-010001604481eurn:LongTermIncentivePlan2019Member2019-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2019Membereurn:RestrictedStockUnitsRSUs1Member2022-01-012022-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2020Membereurn:RestrictedStockUnitsRSUs1Member2020-04-012020-04-010001604481eurn:LongTermIncentivePlan2020Membereurn:RestrictedStockUnitsRSUs1Member2020-04-012020-04-010001604481eurn:LongTermIncentivePlan2020Membereurn:RestrictedStockUnitsRSUs1Member2020-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2020Membereurn:RestrictedStockUnitsRSUs1Member2023-01-012023-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2021-04-012021-04-010001604481eurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2021-04-012021-04-010001604481eurn:LongTermIncentivePlan2021Member2021-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2023-01-012023-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2022-04-012022-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2023-04-012023-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2023-11-222023-11-220001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2022-04-012022-04-010001604481eurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2022-04-012022-04-010001604481eurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2022-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2023-01-012023-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2023-04-012023-04-010001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2023-11-222023-11-220001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2023Membereurn:RestrictedStockUnitsRSUs1Member2023-01-012023-12-310001604481eurn:LongTermIncentivePlan2023Membereurn:RestrictedStockUnitsRSUs1Member2022-04-012022-04-010001604481eurn:LongTermIncentivePlan2023Membereurn:RestrictedStockUnitsRSUs1Member2022-04-010001604481ifrs-full:JointVenturesMembereurn:TankersUKAgenciesLimitedMember2024-01-012024-12-310001604481ifrs-full:SubsidiariesMembereurn:TankersInternationalLLCMember2023-01-012023-12-310001604481ifrs-full:SubsidiariesMembereurn:TankersInternationalLLCMember2022-01-012022-12-3100016044812022-03-242022-03-240001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:BariShipholdingLtdMember2023-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:BastiaShipholdingLtdMember2023-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:TankersAgenciesUKMember2023-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMember2023-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:BariShipholdingLtdMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:BastiaShipholdingLtdMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:TankersAgenciesUKMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:BeHydroBVMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:JPNH2YdroCO.LtdMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:FRSWindcatOffshoreLogisticsGmbHMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMembereurn:TSMWindcatMember2024-12-310001604481ifrs-full:JointVenturesWhereEntityIsVenturerMember2024-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2024-01-012024-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2024-01-012024-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2024-01-012024-12-310001604481eurn:ExecutiveCommittee1Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2024-01-012024-12-310001604481eurn:ExecutiveCommittee1Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2024-01-012024-12-310001604481eurn:ExecutiveCommittee1Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2015Memberifrs-full:KeyManagementPersonnelOfEntityOrParentMember2022-01-012022-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2018Membereurn:PhantomShareUnitsPSUs1Member2022-01-012022-12-310001604481eurn:TransactionBasedIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Member2022-01-012022-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2019EquitySettledMembereurn:RestrictedStockUnitsRSUs1Member2022-01-012022-12-310001604481eurn:LongTermIncentivePlan2019EquitySettledMember2022-01-012022-12-310001604481eurn:LongTermIncentivePlan2020Member2023-01-012023-12-310001604481eurn:LongTermIncentivePlan2020Member2022-01-012022-12-310001604481eurn:LongTermIncentivePlan2021Member2023-01-012023-12-310001604481eurn:LongTermIncentivePlan2021Member2022-01-012022-01-310001604481eurn:LongTermIncentivePlan2022Member2023-01-012023-12-310001604481eurn:LongTermIncentivePlan2023Member2023-01-012023-12-310001604481eurn:LongTermIncentivePlan2015Membereurn:ShareBasedCompensationAwardFirstTrancheMember2024-12-310001604481eurn:LongTermIncentivePlan2015Membereurn:ShareBasedCompensationAwardSecondTrancheMember2024-12-310001604481eurn:LongTermIncentivePlan2015Membereurn:ShareBasedCompensationAwardThirdTrancheMember2024-12-310001604481eurn:LongTermIncentivePlan2015Membereurn:ShareBasedCompensationAwardFirstTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2015Membereurn:ShareBasedCompensationAwardSecondTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2015Membereurn:ShareBasedCompensationAwardThirdTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2018Membereurn:PhantomShareUnitsPSUs1Member2024-12-310001604481eurn:LongTermIncentivePlan2018Membereurn:PhantomShareUnitsPSUs1Member2018-12-310001604481eurn:PhantomShareUnitsPSUs1Member2024-12-310001604481eurn:TransactionBasedIncentivePlanMember2019-01-012019-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Member2019-01-012019-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2019-01-012019-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2019-01-012019-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2019-01-012019-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:SharebasedCompensationAwardTrancheFourMember2019-01-012019-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Member2019-01-082019-01-080001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2020-01-012020-03-310001604481eurn:TransactionBasedIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2022-04-012022-06-300001604481eurn:TransactionBasedIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2022-07-012022-09-300001604481eurn:TransactionBasedIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Membereurn:SharebasedCompensationAwardTrancheFourMember2022-07-012022-09-300001604481eurn:LongTermIncentivePlan2019Membereurn:PhantomShareUnitsPSUs1Member2024-01-012024-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:ShareBasedCompensationAwardFirstTrancheMember2024-01-012024-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:ShareBasedCompensationAwardSecondTrancheMember2024-01-012024-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:ShareBasedCompensationAwardThirdTrancheMember2024-01-012024-12-310001604481eurn:TransactionBasedIncentivePlanMembereurn:SharebasedCompensationAwardTrancheFourMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2021Member2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2019Member2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2020Member2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2020Membereurn:RestrictedStockUnitsRSUs1Member2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:RestrictedStockUnitsRSUs1Member2024-01-012024-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2023Membereurn:RestrictedStockUnitsRSUs1Member2023-04-012023-04-010001604481eurn:LongTermIncentivePlan2020Membereurn:RestrictedStockUnitsRSUs1Member2023-12-310001604481eurn:LongTermIncentivePlan2021Membereurn:RestrictedStockUnitsRSUs1Member2023-12-310001604481eurn:LongTermIncentivePlan2022Membereurn:RestrictedStockUnitsRSUs1Member2023-12-310001604481eurn:LongTermIncentivePlan2023Membereurn:RestrictedStockUnitsRSUs1Member2023-12-310001604481eurn:LongTermIncentivePlan2015201820192020202120222023AndTransactionBasedIncentivePlan2019Member2024-12-310001604481eurn:LongTermIncentivePlan2015201820192020202120222023AndTransactionBasedIncentivePlan2019Member2023-12-310001604481eurn:LongTermIncentivePlan2015201820192020202120222023AndTransactionBasedIncentivePlan2019Member2022-12-3100016044812020-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2018Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardFirstTrancheMember2024-01-012024-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2018Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardSecondTrancheMember2024-01-012024-12-310001604481ifrs-full:KeyManagementPersonnelOfEntityOrParentMembereurn:LongTermIncentivePlan2018Membereurn:PhantomShareUnitsPSUs1Membereurn:ShareBasedCompensationAwardThirdTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:ShareBasedCompensationAwardFirstTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:ShareBasedCompensationAwardSecondTrancheMember2024-01-012024-12-310001604481eurn:LongTermIncentivePlan2019Membereurn:ShareBasedCompensationAwardThirdTrancheMember2024-01-012024-12-310001604481eurn:EuronavShippingNVMember2024-01-012024-12-310001604481eurn:EuronavShippingNVMember2023-01-012023-12-310001604481eurn:EuronavShippingNVMember2022-01-012022-12-310001604481eurn:EuronavUKAgenciesLimitedMember2024-01-012024-12-310001604481eurn:EuronavUKAgenciesLimitedMember2023-01-012023-12-310001604481eurn:EuronavUKAgenciesLimitedMember2022-01-012022-12-310001604481eurn:EuronavLuxembourgSAMember2024-01-012024-12-310001604481eurn:EuronavLuxembourgSAMember2023-01-012023-12-310001604481eurn:EuronavLuxembourgSAMember2022-01-012022-12-310001604481eurn:EuronavsasMember2024-01-012024-12-310001604481eurn:EuronavsasMember2023-01-012023-12-310001604481eurn:EuronavsasMember2022-01-012022-12-310001604481eurn:EuronavShipManagementsasMember2024-01-012024-12-310001604481eurn:EuronavShipManagementsasMember2023-01-012023-12-310001604481eurn:EuronavShipManagementsasMember2022-01-012022-12-310001604481eurn:EuronavShipManagementLtdMember2023-01-012023-12-310001604481eurn:EuronavShipManagementLtdMember2022-01-012022-12-310001604481eurn:EuronavHongKongMember2024-01-012024-12-310001604481eurn:EuronavHongKongMember2023-01-012023-12-310001604481eurn:EuronavHongKongMember2022-01-012022-12-310001604481eurn:EuroOceanShipManagementCyprusLtdMember2024-01-012024-12-310001604481eurn:EuroOceanShipManagementCyprusLtdMember2023-01-012023-12-310001604481eurn:EuroOceanShipManagementCyprusLtdMember2022-01-012022-12-310001604481eurn:EuronavSingaporeMember2024-01-012024-12-310001604481eurn:EuronavSingaporeMember2023-01-012023-12-310001604481eurn:EuronavSingaporeMember2022-01-012022-12-310001604481eurn:GreenBulkerOnePteLtd.Member2024-01-012024-12-310001604481eurn:GreenBulkerTwoPteLtd.Member2024-01-012024-12-310001604481eurn:GreenBulkerThreePteLtd.Member2024-01-012024-12-310001604481eurn:EuronavMIIncMember2024-01-012024-12-310001604481eurn:EuronavMIIncMember2023-01-012023-12-310001604481eurn:EuronavMIIncMember2022-01-012022-12-310001604481eurn:Gener8MaritimeSubsidiaryIIInc.Member2024-01-012024-12-310001604481eurn:Gener8MaritimeSubsidiaryIIInc.Member2023-01-012023-12-310001604481eurn:Gener8MaritimeSubsidiaryIIInc.Member2022-01-012022-12-310001604481eurn:Gener8MaritimeSubsidiaryNewIVInc.Member2024-01-012024-12-310001604481eurn:Gener8MaritimeSubsidiaryNewIVInc.Member2023-01-012023-12-310001604481eurn:Gener8MaritimeSubsidiaryNewIVInc.Member2022-01-012022-12-310001604481eurn:Gener8MaritimeManagementLLCMember2024-01-012024-12-310001604481eurn:Gener8MaritimeManagementLLCMember2023-01-012023-12-310001604481eurn:Gener8MaritimeManagementLLCMember2022-01-012022-12-310001604481eurn:TIAfricaLtdMember2024-01-012024-12-310001604481eurn:TIAfricaLtdMember2023-01-012023-12-310001604481eurn:TIAfricaLtdMember2022-01-012022-12-310001604481eurn:TIAsiaLtdMember2024-01-012024-12-310001604481eurn:TIAsiaLtdMember2023-01-012023-12-310001604481eurn:TIAsiaLtdMember2022-01-012022-12-310001604481eurn:CMBTECHNamibiaPtyLtdMember2024-01-012024-12-310001604481eurn:CMB.TECHNamibiaPropertiesPtyLtdMember2024-01-012024-12-310001604481eurn:CMB.TECHBelgiumNVMember2024-01-012024-12-310001604481eurn:CMB.TECHIndustryNVMember2024-01-012024-12-310001604481eurn:CMB.TECHInternationalNVMember2024-01-012024-12-310001604481eurn:CMB.TECHNetherlandsBVMember2024-01-012024-12-310001604481eurn:CMB.TECHTechnologyAndDevelopmentCentreLimitedMember2024-01-012024-12-310001604481eurn:CTVCrewingServicesLimitedMember2024-01-012024-12-310001604481eurn:H2InfraNVMember2024-01-012024-12-310001604481eurn:AmmoniaCarrierASMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsIrelandLimitedMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsScotlandLimitedMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsWalesCYFMember2024-01-012024-12-310001604481eurn:WindcatWorkboats2LtdMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsBVMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsHoldingsLimitedMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsInternationalBVMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsInternationalLtdMember2024-01-012024-12-310001604481eurn:WindcatWorkboatsLimitedMember2024-01-012024-12-310001604481eurn:TankersAgenciesUKMember2024-01-012024-12-310001604481eurn:TankersAgenciesUKMember2023-01-012023-12-310001604481eurn:TankersAgenciesUKMember2022-01-012022-12-310001604481eurn:TankersInternationalLLCMember2024-01-012024-12-310001604481eurn:TankersInternationalLLCMember2023-01-012023-12-310001604481eurn:TankersInternationalLLCMember2022-01-012022-12-310001604481eurn:BariShipholdingLtdMember2024-01-012024-12-310001604481eurn:BariShipholdingLtdMember2023-01-012023-12-310001604481eurn:BariShipholdingLtdMember2022-01-012022-12-310001604481eurn:BastiaShipholdingLtdMember2023-01-012023-12-310001604481eurn:BastiaShipholdingLtdMember2022-01-012022-12-310001604481eurn:BeHydroBVMember2024-01-012024-12-310001604481eurn:CleanergySolutionsNamibiaPtyLtdMember2024-01-012024-12-310001604481eurn:FRSWindcatOffshoreLogisticsGmbHMember2024-01-012024-12-310001604481eurn:FRSWindcatOffshoreLogisticsLimitedMember2024-01-012024-12-310001604481eurn:FRSWindcatPolskaSp.z.o.oMember2024-01-012024-12-310001604481eurn:JPNH2YdroCO.LtdMember2024-01-012024-12-310001604481eurn:TSMWindcatSasMember2024-01-012024-12-310001604481eurn:CMB.TECHNVMembereurn:CMBMember2024-02-070001604481eurn:TIAfricaLtdMember2022-06-070001604481eurn:TIAsiaLtdMember2022-06-070001604481eurn:TIAfricaLtdMember2022-01-012022-06-060001604481eurn:TIAsiaLtdMember2022-01-012022-06-060001604481eurn:TIAsiaLtdAndTIAfricaLtdMember2022-01-012022-06-060001604481eurn:TIAsiaLtdAndTIAfricaLtdMember2022-06-072022-06-070001604481eurn:CMB.TECHNVMember2024-02-070001604481ifrs-full:ShipsMembereurn:CMB.TECHNVMember2024-02-072024-02-070001604481ifrs-full:ConstructionInProgressMembereurn:CMB.TECHNVMember2024-02-072024-02-070001604481ifrs-full:OtherPropertyPlantAndEquipmentMembereurn:CMB.TECHNVMember2024-02-072024-02-070001604481eurn:CMB.TECHNVMember2024-02-072024-02-0700016044812024-02-070001604481eurn:CMB.TECHNVMember2024-02-072024-06-300001604481ifrs-full:JointVenturesMember2024-12-310001604481ifrs-full:JointVenturesMember2023-12-310001604481ifrs-full:AssociatesMember2024-12-310001604481ifrs-full:AssociatesMember2023-12-310001604481ifrs-full:JointVenturesMemberifrs-full:AssociatesMember2024-12-310001604481ifrs-full:JointVenturesMemberifrs-full:AssociatesMember2023-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2021-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2021-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2022-01-012022-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2022-01-012022-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2022-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2022-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2023-01-012023-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2023-01-012023-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2023-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2023-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2024-01-012024-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2024-01-012024-12-310001604481ifrs-full:EquityInvestmentsMemberifrs-full:JointVenturesMember2024-12-310001604481eurn:ShareholderLoanMemberifrs-full:JointVenturesMember2024-12-310001604481eurn:TIAsiaLtdAndTIAfricaLtdMember2022-06-070001604481eurn:TIAfricaLtdMember2022-06-072022-06-070001604481eurn:TIAsiaLtdMember2022-06-072022-06-070001604481eurn:TIAfricaLtdMember2022-01-012022-12-310001604481eurn:TIAsiaLtdMember2022-01-012022-12-310001604481eurn:TIAfricaLtdMember2022-12-310001604481eurn:TIAsiaLtdMember2022-12-310001604481eurn:TankersAgenciesUKMember2022-12-310001604481eurn:TankersInternationalLLCMember2022-12-310001604481eurn:BariShipholdingLtdMember2022-12-310001604481eurn:BastiaShipholdingLtdMember2022-12-310001604481ifrs-full:JointVenturesMember2022-12-310001604481ifrs-full:JointVenturesMember2022-01-012022-12-310001604481eurn:TankersAgenciesUKMember2023-12-310001604481eurn:TankersInternationalLLCMember2023-12-310001604481eurn:BariShipholdingLtdMember2023-12-310001604481ifrs-full:JointVenturesMember2023-01-012023-12-310001604481eurn:TankersAgenciesUKMember2024-12-310001604481eurn:TankersInternationalLLCMember2024-12-310001604481eurn:BariShipholdingLtdMember2024-12-310001604481eurn:BeHydroBVMember2024-12-310001604481eurn:JPNH2YdroCO.LtdMember2024-12-310001604481eurn:CleanergySolutionsNamibiaPtyLtdMember2024-12-310001604481eurn:FRSWindcatOffshoreLogisticsGmbHMember2024-12-310001604481eurn:TSMWindcatSasMember2024-12-310001604481ifrs-full:JointVenturesMember2024-01-012024-12-310001604481eurn:SeniorSecuredCreditFacilitiesMembereurn:TIAsiaLtdAndTIAfricaLtdMember2018-03-290001604481eurn:SeniorSecuredCreditFacilityTermLoanMembereurn:TIAsiaLtdAndTIAfricaLtdMember2018-03-290001604481eurn:SeniorSecuredCreditFacilityRevolvingLoanMembereurn:TIAsiaLtdAndTIAfricaLtdMember2018-03-290001604481eurn:SeniorSecuredCreditFacilitiesMembereurn:TIAsiaLtdAndTIAfricaLtdMember2018-03-292018-03-290001604481eurn:SeniorSecuredCreditFacilityTSMWindcat49Membereurn:TSMWindcatSasMember2020-08-090001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityTSMWindcat49Membereurn:TSMWindcatSasMember2020-08-090001604481eurn:SeniorSecuredCreditFacilityTSMWindcat49Membereurn:TSMWindcatSasMember2020-08-092020-08-090001604481eurn:SeniorSecuredCreditFacilityTSMWindcat49Membereurn:TSMWindcatSasMember2024-12-310001604481eurn:SeniorSecuredCreditFacilityTSMWindcat52Membereurn:TSMWindcatSasMember2021-04-280001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityTSMWindcat52Membereurn:TSMWindcatSasMember2021-04-280001604481eurn:SeniorSecuredCreditFacilityTSMWindcat52Membereurn:TSMWindcatSasMember2021-04-282021-04-280001604481eurn:SeniorSecuredCreditFacilityTSMWindcat52Membereurn:TSMWindcatSasMember2024-12-310001604481eurn:SeniorSecuredCreditFacilityTSMWindcat53Membereurn:TSMWindcatSasMember2021-10-050001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityTSMWindcat53Membereurn:TSMWindcatSasMember2021-10-050001604481eurn:SeniorSecuredCreditFacilityTSMWindcat53Membereurn:TSMWindcatSasMember2021-10-052021-10-050001604481eurn:SeniorSecuredCreditFacilityTSMWindcat53Membereurn:TSMWindcatSasMember2024-12-310001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54BREDMembereurn:TSMWindcatSasMember2022-04-040001604481ifrs-full:FixedInterestRateMembereurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54BREDMembereurn:TSMWindcatSasMember2022-04-040001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54BREDMembereurn:TSMWindcatSasMember2022-04-042022-04-040001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54BREDMembereurn:TSMWindcatSasMember2024-12-310001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54CICMembereurn:TSMWindcatSasMember2022-05-230001604481ifrs-full:FixedInterestRateMembereurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54CICMembereurn:TSMWindcatSasMember2022-05-230001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54CICMembereurn:TSMWindcatSasMember2022-05-232022-05-230001604481eurn:A1.6MillionSeniorSecuredCreditFacilityTSMWindcat54CICMembereurn:TSMWindcatSasMember2024-12-310001604481eurn:SeniorSecuredCreditFacilityTSMWindcat56Membereurn:TSMWindcatSasMember2023-03-030001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityTSMWindcat56Membereurn:TSMWindcatSasMember2023-03-030001604481eurn:SeniorSecuredCreditFacilityTSMWindcat56Membereurn:TSMWindcatSasMember2023-03-032023-03-030001604481eurn:SeniorSecuredCreditFacilityTSMWindcat56Membereurn:TSMWindcatSasMember2024-12-310001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59BPIMembereurn:TSMWindcatSasMember2023-12-030001604481ifrs-full:FixedInterestRateMembereurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59BPIMembereurn:TSMWindcatSasMember2023-12-030001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59BPIMembereurn:TSMWindcatSasMember2023-12-032023-12-030001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59BPIMembereurn:TSMWindcatSasMember2024-12-310001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59CICMembereurn:TSMWindcatSasMember2023-06-280001604481ifrs-full:FixedInterestRateMembereurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59CICMembereurn:TSMWindcatSasMember2023-06-280001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59CICMembereurn:TSMWindcatSasMember2023-06-282023-06-280001604481eurn:A2.8MillionSeniorSecuredCreditFacilityTSMWindcat59CICMembereurn:TSMWindcatSasMember2024-12-310001604481eurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMember2021-06-170001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMember2021-06-170001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMember2021-06-172021-06-170001604481eurn:EuroInterbankOfferedRateEURIBORMembereurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Member2024-06-170001604481eurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMember2021-06-172021-06-170001604481eurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMember2024-12-310001604481ifrs-full:InterestRateSwapContractMemberifrs-full:JointVenturesMember2018-12-310001604481ifrs-full:InterestRateSwapContractMemberifrs-full:JointVenturesMember2018-01-012018-12-310001604481ifrs-full:InterestRateSwapContractMembereurn:TIAsiaLtdAndTIAfricaLtdMember2018-03-290001604481eurn:RidgeburyTankersAndClientsOfTuftonOceanicMember2019-11-192019-11-1900016044812019-11-192019-11-190001604481eurn:BastiaShipholdingLtdMember2020-09-152020-09-150001604481eurn:BastiaShipholdingLtdMember2020-07-012020-09-300001604481eurn:SuezmaxBariMemberifrs-full:ShipsMember2022-03-242022-03-240001604481eurn:SuezmaxBariMemberifrs-full:ShipsMember2022-04-012022-06-300001604481eurn:CapLaraMember2024-12-310001604481eurn:CapLaraMember2024-01-012024-12-310001604481ifrs-full:OtherDisposalsOfAssetsMembereurn:CapLaraMember2025-03-102025-03-100001604481eurn:MajorDeliveryOfAssetsMembereurn:NewcastlemaxMineralPortugalMember2025-01-070001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:SecuredRevolvingLoanDue2030WithMarginRateAt4.15Member2025-01-090001604481eurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMemberifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMember2025-01-090001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMemberifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMember2025-01-090001604481ifrs-full:FixedInterestRateMembereurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMemberifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMember2025-01-092025-01-090001604481eurn:SeniorSecuredCreditFacilityFRSWindcat28FRSWindcat34FRSWindcat35FRSWindcat42AndFRSWindcat43Membereurn:FRSWindcatOffshoreLogisticsLimitedMemberifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMember2025-01-092025-01-090001604481eurn:WindcatWorkboatsInternationalBVMemberifrs-full:ShipsMemberifrs-full:MajorPurchasesOfAssetsMembereurn:HydrogenPoweredDualFuelMultifunctionalPortUtilityVesselMPHUVMember2025-01-132025-01-130001604481eurn:MajorDeliveryOfAssetsMembereurn:NewcastlemaxMineralOsterreichMember2025-01-230001604481ifrs-full:ShipsMemberifrs-full:OtherDisposalsOfAssetsMembereurn:AlsaceMember2025-01-270001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:AmmoniaCarrierASMember2025-02-040001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:AmmoniaCarrierASMember2025-02-042025-02-040001604481eurn:HemenHoldingLimitedMemberifrs-full:MajorBusinessCombinationMembereurn:GoldenOceanGroupLimitedMember2025-03-040001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:BridgeFacilityFromKBCBankNVCreditAgricoleCIBSocieteGeneraleMember2025-03-042025-03-040001604481eurn:HemenHoldingLimitedMemberifrs-full:MajorBusinessCombinationMembereurn:GoldenOceanGroupLimitedMember2025-03-120001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:AmmoniaPoweredContainerVesselMember2025-03-240001604481eurn:CBM.TECHNVAndMOLCHECMICALTANKERSPTE.LTDMemberifrs-full:MajorPurchasesOfAssetsMembereurn:ThreeAmmoniaFittedNewcastlemaxBulkCarriersMember2025-03-240001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:ThreeAmmoniaFittedNewcastlemaxBulkCarriersMember2025-03-242025-03-240001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:SixChemicalTankersMember2025-03-240001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:TwoAmmoniaFittedChemicalTankersMember2025-03-240001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:FourAmmoniaReadyChemicalTankersMember2025-03-240001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:TwoAmmoniaFittedChemicalTankersMember2025-03-242025-03-240001604481ifrs-full:MajorPurchasesOfAssetsMembereurn:FourAmmoniaReadyChemicalTankersMember2025-03-242025-03-240001604481eurn:HemenHoldingLimitedMemberifrs-full:MajorBusinessCombinationMembereurn:GoldenOceanGroupLimitedMember2025-03-270001604481eurn:HemenHoldingLimitedMemberifrs-full:MajorBusinessCombinationMembereurn:GoldenOceanGroupLimitedMember2025-04-030001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:A5VLCCsMember2025-03-280001604481ifrs-full:EnteringIntoSignificantCommitmentsOrContingentLiabilitiesMembereurn:A5VLCCsMember2025-03-282025-03-28
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, 2024 |
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
|
|
|
CMB.TECH 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 Antwerp, Belgium |
| (Address of principal executive offices) |
|
|
|
|
Ludovic Saverys Ludovic.Saverys@cmb.tech Tel: +32 3 247 59 11
De Gerlachekaai 20, 2000 Antwerp, 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
|
CMBT |
New York Stock Exchange |
Securities registered or to be registered pursuant to section 12(g) of the Act.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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 25,807,878 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.
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.
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.
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).
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 ☐ |
|
Accelerated filer x |
|
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). ☐
|
|
|
|
|
|
|
|
|
| X |
|
International Financial Reporting Standards as issued by the International Accounting Standards Board |
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:
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).
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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 markets 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;
–the impact of the U.S. presidential and congressional election results affecting the economy, future laws and regulations and trade policy matters, such as the imposition of tariffs and other import restrictions;
–our business strategy, including our ability to succeed in executing our decarbonization 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, dry docking and insurance costs;
–delays in delivery of the Company’s newbuilding vessels;
–potential liability from pending or future litigation;
–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 ("LNG"), hydrogen ("H2"), ammonia ("NH3") 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 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 (the "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), geopolitical 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 litigation 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 European Union ("EU") taxonomy for sustainable activities ("EU Taxonomy") or relevant territorial taxonomy regulations;
–any non-compliance with existing environmental regulations applicable to the Company;
–new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization ("IMO"), which is the United Nations ("UN") agency for maritime safety and the prevention of pollution by vessels, 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 U.S.;
–treatment of the Company as a passive foreign investment company ("PFIC') 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 ("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.
Risk Factor Summary
Risk related to our business and industry
Our assets operate worldwide within in several sectors of the maritime, shipping and offshore industries, including oil and oil products transportation, dry bulk shipments, container transportation, chemical product transportation and off-shore wind crew transfer service, which are volatile and unpredictable. Several risk factors including, but not limited to, our global and local market presence will impact our widespread operations. Details of specific risks relating to our Company and industry are described below.
Risks related to tax, legal and regulatory matters
We are exposed to a number of external and internal risks, including regulatory, statutory, operational, safety, taxation, technical, environmental, and political risks, developments and regulations that may impact and/or disrupt our business. Details of specific risks relating to our industry are described below.
Risks related to investment in our ordinary shares
Our ordinary shares are subject to a significant number of external and internal risks. The market price of our ordinary shares has historically been unpredictable and volatile. As we are a foreign corporation, our shareholders may not have the same rights as shareholders in a U.S. corporation may have. In addition, our shareholders may not be able to bring suit against us or enforce a judgement obtained in the U.S. against us since our offices and the majority of our assets are located outside of the U.S. Details of specific risks relating to our ordinary shares are described below.
EXPLANATORY NOTE
Throughout this report, all references to "CMB.TECH", the "Company", "we", "our", and "us" refer to CMB.TECH NV and its subsidiaries together, and all references to "CMB.TECH NV" refer to CMB.TECH NV alone and not to its subsidiaries.
In February 2024, the Company acquired CMB.TECH NV (now CMB.TECH Enterprises) from CMB NV, our controlling shareholder (the “2024 Merger Transaction”). As a result of the 2024 Merger Transaction, we acquired CMB.TECH NV’s fleet. Therefore, as of the closing of the 2024 Merger Transaction, on February 8, 2024, we operate a diversified fleet of crude oil tankers, chemical tankers, dry bulk vessels, container ships, offshore wind vessels and port vessels. Before the Merger Transaction, the Company owned and operated a fleet of only crude oil tanker vessels.
We operate our vessels through our subsidiaries under the trade names Euronav, Bocimar, Bochem, Delphis and Windcat. As such, throughout this report, references to our (i) “Euronav fleet” refer to our crude oil tanker fleet, (ii) “Bocimar fleet” refer to our dry bulk fleet, (iii) “Bochem fleet” refer our chemical tanker fleet, (iv) “Delphis fleet” refer to our container vessel fleet, and (v) “Windcat fleet” refer to our offshore wind vessel fleet. References to “our fleet” encompass all of our owned and operated vessels.
Until September 2024, the Company conducted its business under the name Euronav NV. As of October 1, 2024, the Company changed its name from Euronav NV to CMB.TECH NV.
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 "CMB.TECH", the "Company", "we", "our", and "us" refer to CMB.TECH NV and its subsidiaries and all references to "CMB.TECH NV" refer to CMB.TECH 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 the Company with no par value that are reflected in the U.S. component of our share register ("U.S. Register"), that Computershare Trust Company N.A, ("Computershare"), our U.S. transfer agent and registrar maintains, and are formatted for trading on the New York Stock Exchange ("NYSE"). The U.S. Shares are identified by CUSIP B38564 108. We refer to our "Belgian Shares" as those shares of the Company with no par value that are reflected in the Belgian component of our share register ("Belgian Register"), that De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium) ("Euroclear Belgium"), our agent maintains, and are formatted for trading on Euronext Brussels stock exchange ("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
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:
–the strength of world economies and currencies, including the central banks policies intended to combat overall inflation and rising interest and adverse fluctuations of foreign exchange rates;
–general market conditions, including the market for fuel oil and hydrogen and ammonia engine and fuel technology, and specifically for our vessels: the fluctuations in charter rates and vessel values;
–the state of the global financial markets which may adversely impact the availability to us 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 business strategy and other plans and objectives for growth and future operations, including planned and unplanned capital expenditures;
–our hydrogen and ammonia engine and fuel technology may not be successfully applied in on our routes;
–we 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;
–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, dry-docking and insurance costs;
–potential liability from pending or future litigations, including 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;
–ESG expectations of investors, banks and other stakeholders and related costs of compliance with our ESG targets and objectives;
–stricter environmental regulations (International Maritime Organization ("IMO")) 2025 greenhouse gas ("GHG") emissions rules, EU Emissions Trading System ("EU ETS") (for shipping) and related compliance costs and operational complexity;
–our dependence on key personnel and the availability of skilled workers, including seafarers and the related labor costs;
–any failure to protect our information systems against security breaches or the failure or unavailability of these systems for a significant period of time, for reasons such as a cyber-attack which may disrupt our business operations and our inability to secure cyber-insurance at reasonable costs;
–a pandemic (such as the coronavirus COVID-19) and governmental response thereto, including its impacts across our business on demand for our vessels, our global operations, counterparty risk as well as its disruption to the global economy;
–increased frequency of extreme weather events (hurricanes, typhoons and flooding) affecting ports and shipping lanes, particularly in Southeast Asia, the U.S. Gulf Coast, the Indian Ocean and Australia.
–general domestic and international geopolitical conditions including trade tensions between China and the United States, between the European Union & the United States and Russia, the numerous attacks on vessels in the Red Sea, trade wars and disagreements between oil producing countries, including illicit oil trades;
–any shift from oil and coal towards other energy sources such as electricity, natural gas, liquefied natural gas ("LNG"), hydrogen, ammonia or other fuels;
–technology and product risk including those associated with energy transition and fleet/systems rejuvenation to alternative propulsion including technological advances in vessel design, capacity, propulsion technology and fuel consumption efficiency;
–international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including those taken in connection with the recent conflicts between Russia and Ukraine, and Israel and Hamas;
–piracy incidents in the Gulf of Guinea, Malacca Strait, and off the Somali coast as global naval resources remain focused on Middle Eastern conflicts;
–any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or (the "FCPA"), or other applicable regulations relating to bribery;
–potential disruption of shipping routes due to war including the developments in the Red Sea, accidents, environmental factors, political events, public health threats, international hostilities including the ongoing developments in the Ukraine, Gaza and Syria, 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 public perceptions in regards to climate change;
–compliance with governmental, tax (including carbon related), environmental 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 sulphur 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;
–changes in laws, treaties or regulations, including but not limited to any new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization ("IMO"), and/or imposed by regional or national authorities such as the European Union ("EU") 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 ("PFIC") by U.S. tax authorities;
–the failure of counterparties to fully perform their contracts with us;
–adequacy of our insurance coverage;
–our ability to obtain indemnities from customers;
–the inability of our subsidiaries to declare or pay dividends, if any; and
–the losses from derivative instruments.
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, capacity to distribute dividends 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. It is advised to carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document. 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.
Risks Relating to our Business
Potential disruption of shipping operations due to market cycles, geopolitical conflicts, environmental factors and regulatory changes.
The shipping industry is cyclical and volatile, leading to fluctuations in charter rates, vessel values, earnings and available cash flow across different shipping segments. The industry is subject to both short- and long-term market disruptions, which may materially impact our profitability, liquidity and operational planning.
The market for crude oil tankers, chemical tankers, bulk carriers, container vessels, offshore support vessels Commissioning Service Operation vessels ("CSOV") and Crew Transfer Vessels ("CTV") and tugboats remains volatile due to fluctuating supply and demand dynamics, changes in global trade flows and external macroeconomic factors. We expect continued charter rate variability across all vessel classes, affecting our short- and medium-term cash flows.
Fluctuations in charter rates and vessel values result from changes in the supply and demand for shipping capacity caused by external factors beyond our control. The carrying values of our vessels may not represent their fair market values, as second-hand vessel prices tend to fluctuate with changes in charter rates, shipbuilding costs and industry regulations.
We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment review. The assessment of impairment requires us to project future cash flows, considering vessel values, freight rates, discount rates, residual values and asset lifespan estimates. Many of these factors are historically volatile and adverse market conditions could lead to impairment losses, impacting our financial performance. In addition, if a vessel is sold below book value, we could incur financial losses that may negatively affect our results.
In general, the factors affecting supply and demand in the shipping industry, and the nature, timing and degree of changes in industry conditions are unpredictable and outside our control. A worsening of global economic conditions could cause charter rates to decline, affecting our ability to secure profitable employment for our vessels. Any renewal or replacement charters may not be sufficient to ensure financial stability.
The main factors that influence demand for shipping capacity include:
–Global energy demand and commodity trade, including the demand for alternative energy resources, affecting the need for crude oil tankers, chemical tankers and bulk carriers.
–Containerized trade flows, driven by industrial production, e-commerce growth and port congestion levels.
–Expansion of offshore wind projects, influencing the demand for CSOVs and CTVs in renewable energy sectors.
–The supply and demand for seaborne transportation of oil, petroleum products, dry bulk commodities and manufactured goods.
–Shifts in energy consumption due to the availability of alternative fuels or changes in the relative cost of oil, gas, hydrogen and renewables.
–Increases in domestic energy production linked by pipelines, reducing dependency on seaborne transportation.
–Refining capacity and inventory distribution, affecting tanker demand based on geographic energy supply imbalances.
–National policies regarding strategic reserves, including changes in emergency crude stockpiling levels.
–Geopolitical conflicts and security threats, including the wars in Ukraine and Gaza, vessel attacks in the Red Sea and Bab el-Mandeb Strait, piracy in the Gulf of Guinea and East Africa and rising tensions in the South China Sea.
–Sanctions, embargoes and trade restrictions, including measures against Russia impacting crude oil and refined product transport.
–Global and regional economic developments, including recession risks, inflationary pressures and disruptions in global shipping corridors.
–Currency exchange fluctuations, particularly USD volatility, impacting trade balances and bunker fuel prices.
–Changes in seaborne trade patterns, including shifts in commodity sourcing and supply chain realignments following geopolitical disputes and trade wars.
–Evolving regulatory requirements, such as the IMO 2025 emissions targets, EU carbon pricing (EU ETS for shipping), FuelEU Maritime and new ballast water treatment mandates.
–Environmental and sustainability initiatives, including the global push toward green shipping corridors, alternative fuel adoption and stricter emission standards.
–Cybersecurity threats and digitalization risks, including potential cyberattacks on vessel navigation and cargo tracking systems The factors that influence the supply of shipping capacity include:
–The number of newbuild vessel orders, constrained by shipyard capacity, financing availability and regulatory uncertainty.
–Recycling and scrapping rates, influenced by vessel age, emission compliance costs and second-hand market liquidity.
–Oil and commodity market imbalances, affecting tanker and bulk carrier charter demand.
–The conversion of tankers and bulk carriers to alternative uses, such as floating storage or floating production storage and offloading ("FPSO") retrofitting.
–Business disruptions caused by supply chain bottlenecks, including shipyard delays, component shortages and port congestion.
–The number of vessels laid up, dry-docked or repurposed for non-transport activities (e.g., storage or offshore supply duties).
–Decarbonization uncertainty and regulatory delays, as shipowners hesitate to order new tonnage amid evolving IMO and EU emissions policies.
Future market outlook and strategic considerations
We anticipate that future demand for our fleet will depend on:
–Global economic growth rates and industrial production trends.
–Seasonal and regional fluctuations in demand, including winter fuel consumption spikes and summer dry bulk trade flows.
–Fleet expansion strategies across global shipping segments.
–Evolving energy policies and carbon reduction commitments, shaping demand for conventional fuel transport and offshore wind support vessels.
Given the current backlog of new ship orders, the global fleet capacity is expected to grow, creating potential overcapacity concerns in certain vessel segments. Additionally, macroeconomic uncertainty, rising interest rates and geopolitical disruptions could dampen trade demand across multiple shipping sectors.
The ongoing conflicts in Ukraine and Gaza, combined with inflationary pressures and supply chain fragility, have created additional risks in certain regions where we operate. Continued sanctions on Russia, including restrictions on maritime oil trade, have already disrupted energy markets, impacting tanker charter patterns. Attacks on commercial vessels in the Red Sea have further exacerbated risks, affecting containerized trade routes and insurance costs.
Since 2022, various jurisdictions have expanded economic sanctions against Russia, restricting the maritime transport of key commodities such as oil and refined products. These measures have reshaped global trade flows, increasing ton-mile demand for certain shipping sectors while complicating compliance requirements for operators.
Furthermore, fluctuations in oil and natural gas prices have created uncertainty in tanker and bulk carrier demand. Periods of low oil prices discourage new exploration and production investments, reducing demand for crude transport. Conversely, high oil prices can suppress consumption, impacting refined product tanker utilization. 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 weaken.
Market downturns and demand shocks can create excess shipping capacity, intensifying competition across vessel classes and forcing older, less efficient vessels into lay-up or retirement. Given the volatile nature of global trade, we cannot predict future market conditions with certainty. However, continued geopolitical instability, economic shifts and regulatory changes could materially affect our fleet deployment strategies and financial performance.
Political developments in the U.S. and the impact of the new presidency could directly impact the shipping industry and our Company
The outcome of the U.S. presidential election in 2024 introduced significant shifts in trade policy, energy markets and geopolitical stability, all of which could directly impact the shipping industry.
–Trade policy and tariffs: The Trump administration announced to implement protectionist trade policies, including higher tariffs on imported goods, possibly reducing container shipping demand, shifting supply chains and disrupting traditional trade flows.
–Energy independence policies: The Trump administration likely will prioritize U.S. energy independence and is increasing U.S. domestic oil and gas production. This could reduce the demand for imported crude oil and impact tanker utilization rates. Conversely, an increase in U.S. LNG exports to Europe and Asia could boost demand for gas carriers and bulk commodities.
–Geopolitical strategy and global stability: foreign policy shifts, particularly regarding North Atlantic Treaty Organization ("NATO") commitments, relations with China and Middle Eastern conflicts could lead to increased U.S. isolationism and a more aggressive trade stance which could lead to further global instability, reducing demand for crude, containerized goods and dry bulk commodities.
–Regulatory uncertainty in environmental policies: A rollback of environmental regulations under the Trump administration may slow down the global decarbonization push, affecting carbon trading mechanisms, emission reduction targets and investment in alternative fuel technologies.
Such shifts in U.S. trade and energy policies under the new administration will likely impact seaborne trade patterns, commodity pricing and fuel costs, which in turn will influence charter rates, vessel deployment strategies and shipping route optimization.
As a diversified maritime group, we remain exposed to a broad spectrum of economic, political, regulatory and environmental risks affecting global maritime trade. While we actively manage fleet diversification and market adaptation, external disruptions - including military conflicts, energy transition policies and global trade shifts - could significantly impact our operational performance, revenue generation and long-term financial stability and in turn our share price.
We derive a substantial portion of our revenue from a limited number of customers and the loss of anyone 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, 2024, FMG International Ltd and Valero Energy Corporation ("Valero"), accounted for 8.47% and 8.11% respectively of our total revenues in our marine segment. In addition, our only floating storage and offloading ("FSO") customer for both of our FSO’s as of December 31, 2024, was North Oil Company which accounted for 6.80% 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 favorable 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.
To a large extent, we depend 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, 2024, 46 of our vessels were employed in the spot market (26 Euronav, 9 Bocimar, 2 Bochem, 7 Windcat and 2 other). Of these vessels, 12 of our Very Large Crude Carrier ("VLCC") tankers were employed in the Tankers International Pool ("TI Pool"), of which we became a founding member in 2000, and two of our stainless steel chemical tankers were employed in the Stolt Tankers Joint Service pool ("STJS Pool"). 74 of our vessels were employed on long-term charters (12 Euronav, 4 Bochem, 4 Delphis, 53 Windcat, 1 other), of which the average remaining duration is seven years (excluding the 53 CTVs in the Windcat division), including five with profit sharing components. We will be exposed to prevailing charter rates in the different sectors when these vessels’ existing charters expire, and to the extent that 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 vessel and commodity 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. 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. 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 in the future.
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, and our activities in this respect could have a material adverse effect on our business.
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 realise 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 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 inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.
Various macroeconomic factors could adversely affect our business, operational results and financial condition, including fluctuations in inflation, interest rates and global economic uncertainty. These factors, coupled with disruptions in supply chains and capital markets, create challenges across the crude oil, chemical, dry bulk, container and offshore support shipping segments in which we operate.
For instance, inflation has increased our labor costs, particularly through higher wages for seafarers, port workers and specialized crew members, and has resulted in higher interest rates and increased operating expenses across our fleet. Rising costs of ship maintenance, spare parts, fuel and insurance premiums have placed additional financial pressure on our operations. Supply chain constraints, including delays in obtaining critical vessel components, port congestion and shipyard backlogs, have further exacerbated inflationary trends. If these conditions persist, they could have a negative impact on our fleet operations, asset values and charter market dynamics.
Inflation and commodity price volatility—particularly in fuel, spare parts and logistics costs—have raised our operating expenses. We do not currently use financial derivatives to hedge against commodity price volatility and we rely on market-driven pricing for materials, energy and other operational inputs. While we attempt to include cost escalation clauses in our longer-term transportation contracts to pass fuel and operational cost increases onto customers, we cannot guarantee that all such costs will be fully recoverable. If we are unable to effectively mitigate these rising expenses through contractual pricing mechanisms or increased freight rates, our profitability and operating margins could be negatively affected.
In 2024 and 2023, the global shipping industry was significantly impacted by geopolitical events. The enforcement of United States, EU and G7 sanctions against Russian crude oil and petroleum products, which officially took effect on February 25, 2023, accelerated a global recalibration of trade patterns across tanker, bulk and container shipping markets. The shift in commodity flows and the emergence of new trade routes created longer voyage distances, impacting fuel costs, vessel availability and charter rate volatility.
The military conflict in the Middle East and subsequent attacks on commercial vessels in the Red Sea have forced multiple vessels to reroute away from the Suez Canal, increasing voyage times and shifting global trade flows toward longer-haul routes via the Cape of Good Hope. This disruption affected not only oil tankers but also bulk carriers, container vessels, and offshore support logistics, leading to delays, higher insurance costs, and risk premiums for operating in volatile regions.
Additionally, restrictions on Panama Canal transits due to prolonged drought conditions and reduced water levels have resulted in longer sailing patterns and increased congestion at alternative shipping routes. The rerouting of container and bulk shipping flows has contributed to higher transport costs, extended delivery times, and rate volatility across multiple vessel types.
As global trade continues to adjust to geopolitical tensions, environmental constraints, and new regulatory requirements, we anticipate continued disruptions, shifts in regional demand and fluctuations in charter rates across all segments of our fleet, including oil and chemical transport, bulk commodities, containerized cargo, offshore wind support, and harbor services.
Ongoing macroeconomic uncertainty, rising costs and geopolitical instability will continue to impact fleet operations, shipping demand and financial performance across our diversified shipping activities. While we actively seek to mitigate these risks through fleet diversification, contract optimization and operational efficiency, external factors—including inflation, trade policy shifts and evolving security threats—remain beyond our direct control and could materially affect our business.
An increase in trade protectionism, the unravelling of multilateral trade agreements and a decrease in the level of China’s export of goods and import of raw materials could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.
Our operations expose us to the risk that increased trade protectionism will adversely affect our business. Recently, government leaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping.
The U.S. government has made statements and taken actions that may impact U.S. and international trade policies, including tariffs affecting certain Chinese industries. Additionally, new tariffs seem likely to be imposed by the second Trump administration on imports from Canada, Mexico, China and Europe as well as on imports of steel and aluminum. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted or the effect that any such actions would have on us or our industry. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the ongoing U.S.-China trade tension, such changes could have an adverse effect on demand for our services and business, results of operations and financial condition.
Additionally, the U.S. trade war with China may escalate beyond tariffs with a plan by the Trump administration to impose steep fees on Chinese shipping companies, any Chinese-built vessels entering U.S. ports and any ship operator that has a Chinese-built vessel in its fleet or newbuilding on order at a Chinese yard. The U.S. trade representative (USTR) will demand Chinese-owned vessels to pay up to $1 million for port calls and those operating Chinese-built vessels to be charged up to $1.5 million per U.S. port call. It is unknown whether and to what extent these new port fees on Chinese shipping companies and vessels will be adopted or the effect that they would have on us or our industry.
Furthermore, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods. This may have the effect of reducing the supply of goods available for export and may, in turn, result in a decrease of demand for container shipping. Many of the reforms, particularly some limited price reforms that result in the prices for certain commodities being principally determined by market forces, are unprecedented or experimental and may be subject to revision, change or abolition.
Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping generally. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in the quantity of goods or products to be shipped. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions and may significantly reduce global trade, including trade between the United States and China. These developments could also have an adverse impact on our charterers’ business, operating results and financial condition which could, in turn, affect our charterers’ ability to make timely charter hire payments to us and impair our ability to renew charters and grow our business. Any of these developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders, and on the price of our ordinary shares.
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. In addition, 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, followed by a voluntary stay by SEC pending judicial review. On January 20, 2025, President Donald Trump issued a Presidential Memorandum instituting a regulatory freeze, impacting recent regulations, including the SEC's climate disclosure rules. On February 11, 2025, Acting SEC Chairman Mark Uyeda directed SEC staff to request a pause in the litigation concerning the climate disclosure rules, signalling a potential shift in the Commission's stance on these regulations. These recent developments indicate a significant reevaluation of the SEC's approach to climate-related disclosures.
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 ESG 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. 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 GHGs 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, 2024 and December 31, 2023, our total indebtedness was $2,622.3 million and $930.7 million, respectively, and we expect to incur additional indebtedness as we further expand our fleet. Borrowings 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.
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, among other things, to 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;
–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 such financial covenants or operating restrictions may constitute an event of default, which, unless cured within the grace period set forth under the applicable credit facility, 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 a result of the CMB.TECH merger transaction in 2024, we have assumed substantial existing indebtedness, leading to increased operating and financial restrictions beyond those previously in place. These restrictions may limit our ability to execute our business strategy, increase the risk of default and impact our financial flexibility.
Additionally, as of the end of 2024, certain outstanding loans remain secured by CMB guarantees, which in turn impose financial covenants linked to CMB’s financial performance. As a result, our financial position may be affected by CMB’s compliance with its financial obligations. Any deterioration in CMB’s financial standing or breach of covenants could have an adverse impact on our financing conditions, ability to refinance debt and overall financial stability.
As of December 31, 2024, 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. However in the case of certain covenants, such as the stockholders’ equity to total assets ratio, which was 30.5% as of December 31, 2024, there is only a minimum threshold below which we would trigger an event of default on our debt.
We monitor compliance with these covenants continually and consider the risk of default to be low based on current projections and the availability of timely mitigating actions. In the event of a covenant breach, many of our financing agreements also provide grace or remedy periods during which we may take corrective actions to restore compliance. Such corrective actions may include, but are not limited to:
–posting additional collateral;
–partial repaying outstanding debt to reduce leverage;
–infusing equity capital;
–negotiating amendments or temporary waivers with lenders; and
–implementing other measures that would positively influence the ratio.
In addition to the measures described above, the Company has taken strategic and structural steps to enhance its covenant flexibility and financial resilience. In early 2025, the Company gained control over Golden Ocean through the acquisition of approximately 49% of its outstanding shares, thereby consolidating its operational and asset base.
Furthermore, in order to finance the acquisition, the Company entered into a new bridge facilities agreement totaling $1.4 billion, which introduces financial covenants based on adjusted asset values rather than book values, providing a more industry-aligned measure of leverage and capital adequacy. The Company is also actively engaged in bringing its existing covenant framework in line with industry practice, particularly with respect to the use of adjusted book values and fair value-based metrics. These actions form part of the Company’s ongoing effort to ensure that its capital structure and covenant framework remain aligned with the volatile and asset-sensitive market environment.
Failure to take such actions to resolve a breach within the specified cure period or secure a waiver, however, may result in an event of default, potentially leading to debt acceleration, enforcement of security interests, or cross-defaults in other loan agreements or instruments. Consequently, we maintain a forward-looking liquidity forecast, conduct regular stress testing, and closely monitors covenant headroom. Additionally, we actively engage with key financing partners to ensure flexibility in the event of unexpected changes in circumstances.
Should we fail to identify and resolve any such covenant breach and ensuing default, there would be a substantial negative impact on our ability to borrow funds and on our liquidity and cash flows which in turn would negatively impact our financial condition and performance.
We depend on our executive officers and key 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.
Fluctuating fuel prices may affect our profits.
The U.S. Energy Information Administration ("EIA") projects that global oil production will surpass consumption in 2025, leading to an increase in inventories and a subsequent decline in oil prices. Specifically, the EIA forecasts Brent crude oil prices to average $74 per barrel in 2025, decreasing to $66 per barrel in 2026.
This anticipated supply surplus is primarily driven by record-high U.S. crude oil production, expected to average 13.3 million barrels per day in 2025. Additionally, the International Energy Agency ("IEA") forecasts global oil demand to grow by 1.1 million barrels per day in 2025, primarily driven by China's petrochemical sector and contributions from India and other emerging Asian economies. However, the IEA also projects that global oil supply will exceed demand by approximately 1 million barrels per day, leading to a surplus and putting downward pressure on crude oil prices. Furthermore, increased adoption of electric vehicles and renewable energy in China is expected to moderate oil demand growth in transportation but this will likely be offset by rising petrochemical and industrial use,, potentially influencing downward price pressures.
The EIA additionally predicts increased outputs from countries like Canada, Brazil, and Guyana which will be contributing to the global supply growth.
Unexpected supply disruptions, the Organization of the Petroleum Exporting Countries ("OPEC") output choices, and geopolitical events continue to have an impact on oil prices. Maintaining limitations may stabilize prices, but doing so could cost OPEC market share to non-OPEC producers like the United States, which is still increasing its output. This presents a strategic dilemma for OPEC. OPEC must carefully manage quotas to prevent long-term competitive disadvantages, even though 2025 predictions indicate sufficient supply and possible price decreases. Furthermore, unanticipated changes in the market may have an effect on fuel prices and operating costs, necessitating ongoing observation.
Fuel is a significant, if not the largest, expense when operating vessels on the spot market under voyage charters. Additionally, regulations such as FuelEU Maritime and EU ETS impose further cost burdens on our operations. Failure to align compliance strategies properly with charterers could negatively impact our bottom line, as these regulations necessitate additional administrative and financial planning to mitigate emission-related expenses. Additionally, the Mediterranean Sea Emission Control Area is set to take effect on May 1, 2025, requiring vessels operating in the Mediterranean to use marine fuels with a sulfur content not exceeding 0.10% or make use of Exhaust Gas Cleaning Systems ("scrubbers"). This regulation will necessitate a shift from very low sulfur fuel oil ("VLSFO") to the more expensive low sulfur marine gas oil, further increasing operational expenses. Unexpected fuel price surges can directly impact our profitability at the time of charter negotiations. Additionally, regulatory requirements have further increased fuel costs. Since January 1, 2020, the IMO has mandated a reduction in sulfur emissions to 0.5%, which has increased operational expenses and reduced our competitiveness compared to alternative transportation methods such as trucking and rail. Future regulations, including potential carbon pricing mechanisms and stricter emission controls, may similarly affect profitability.
2024 witnessed continued fluctuations in bunker prices, influenced by geopolitical tensions and supply chain disruptions. The IEA notes that while oil demand is set to grow, the projected supply surplus in 2025 suggests a downward trend in oil prices, potentially easing some of the cost pressures faced in 2024. The ongoing price cap on Russian oil led to market adjustments, particularly affecting high-sulfur fuel oil (HSFO) availability. The spread between HSFO and VLSFO narrowed temporarily in mid-2024 as demand in the Middle East utility sector absorbed much of the price-capped Russian HSFO, but remains volatile due to shifts in refining margins and global demand for fuel oil..
In Singapore, HSFO prices averaged approximately $478.20 USD/Metric Ton ("MT") in 2024, while VLSFO prices ranged between $535 and $752 USD/MT, averaging $635.40 USD/MT over the year.
Geopolitical risks continued to disrupt fuel oil supply chains, particularly due to heightened attacks on merchant shipping in the Red Sea by the Houthis in response to the Israel-Hamas conflict. These attacks have significantly impacted arbitrage flows, increased lead times for VLSFO shipments into Singapore, and stranded HSFO cargoes east of the Suez, as Persian Gulf refiners face challenges in safely transiting the Bab el Mandeb Strait. Such disruptions have caused sustained volatility in fuel prices, impacting procurement strategies.
With the exception of four VLCC vessels and seven Suezmax vessels, our fleet is not equipped with scrubbers, and we continue to operate on IMO-compliant fuels. We actively explore various compliance strategies, including collaboration with suppliers and producers of scrubbers and alternative technologies. Our procurement strategy involves securing low-sulfur fuel oil directly from the wholesale market to ensure compliance and leverage price volatility between high- and low-sulfur fuel oils.
However, procuring large quantities of fuel oil exposes us to commodity price risks due to fluctuations between the purchase and consumption periods. While we may implement financial strategies to mitigate these risks, there is no assurance that such measures will be fully effective. As a result, we could face significant financial losses, which may materially impact our business, financial condition, results of operations, and cash flow. Additionally, the storage, blending, or co-mingling of procured fuels presents operational risks, potentially leading to loss, contamination, or damage to both fuel and vessel machinery. That said, in 2025, while downward pressure on prices is expected, volatility risks remain due to geopolitical uncertainties and potential supply disruptions.
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 and our operational resilience weakened.
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,, loss of navigational control, 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 information technology security systems, causing an IT security breach, could lead to a material disruption of our information technology and operational technology 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, including personal data. 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 EU General Data Protection Regulation 2016/679, could lead to administrative fines up to EUR 20 million or up to 4% of the total worldwide annual turnover of the company, whichever is higher.
Additionally, cybersecurity researchers and government agencies have observed increased cyberattack activity and warned of heightened risks, particularly against critical infrastructure, transportation, and energy sectors, in connection with the ongoing conflicts involving Russia-Ukraine and Israel-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. While the full extent of these risks is uncertain, the evolving geopolitical landscape increases the probability of cyber incidents affecting our sector, requiring continuous monitoring and enhanced cybersecurity measures.
Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions, namely the United States, have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data. 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. In Europe, the Network and Information Security Directive 2 ("NIS2") introduces stricter obligations for companies in critical sectors, including transport, energy and manufacturing, requiring us to enhance cybersecurity risk management, implement stricter access controls, ensure supply chain security and report cyber incidents within 24 hours. Non-compliance with NIS2 could result in regulatory fines of up to €10 million or 2% of global turnover, operational disruptions, reputational damage and increased legal liabilities, particularly if a cyberattack compromises vessel navigation, industrial hydrogen systems or automated fuelling operations. We are actively working to align our cybersecurity framework with NIS2 requirements to mitigate these risks and maintain secure, resilient operations across our shipping and hydrogen industry activities.
In the highly competitive international market, we may not be able to compete effectively for charters.
Our vessels are employed in a highly competitive market that is capital intensive. 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.
We have implemented a comprehensive counterparty risk policy to establish structured processes for assessing, monitoring, mitigating and managing the risk of financial default, regulatory violations and reputational harm. This policy includes a credit limit system that restricts the company’s financial exposure to any single counterparty and incorporates additional risk mitigation measures to ensure financial stability and regulatory compliance.
We monitor counterparty limits periodically and assess them based on a holistic risk assessment, considering factors such as:
–the financial strength and creditworthiness of the counterparty, including credit ratings where available.
–the counterparty’s reputation and historical compliance record.
–legal, regulatory and compliance risks, including adherence to international sanction regimes (such as U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), United Kingdom ("U.K.") Sanctions and Anti-Money Laundering Act and the EU Sanctions List); and
–the potential risk to earnings and assets arising from counterparty noncompliance with laws, regulations, prescribed practices, internal policies and 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, iron ore, coal and grain, work stoppages or other labor disturbances, including as a result of the outbreak of pandemic diseases 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 experienced persistent volatility and uncertainty, exacerbated by inflationary pressures, central bank interest rate hikes, supply chain disruptions, and geopolitical tensions. Economic growth is expected to remain sluggish, with recession risks heightened in key economies, including China, due to rising indebtedness and declining real estate values. The shipping industry, in particular, continues to face restricted access to capital, as credit markets remain cautious, and investors demand higher risk premiums. These conditions have made it more challenging to secure financing on favorable terms and may impact our ability to raise additional equity without significant dilution to our existing shareholders. Additionally, economic uncertainty may exert downward pressure on the market price of our ordinary shares.
Concerns regarding financial market stability and counterparty solvency have further reduced liquidity in public and private debt and equity markets, increasing borrowing costs and limiting refinancing options. Many lenders have tightened credit conditions, raised interest rates, reduced lending activity, or in some cases, ceased financing altogether. As a result, we cannot guarantee that financing or refinancing will be available when needed, or that it will be obtainable on terms that align with our financial and operational objectives. If we are unable to secure necessary funding, we may face challenges in meeting our obligations, executing our growth strategy, acquiring additional vessels or capitalizing on new business opportunities.
Additionally, since 2019, major lenders in the shipping sector have adopted a climate-aligned ship finance framework assessing emissions and sustainability performance ("Poseidon Principles"). As a participant in these principles, the availability and cost of bank financing for our vessels may be impacted if our fleet does not meet the carbon intensity and sustainability criteria required by lending institutions.
Furthermore, we may not always have immediate access to our existing cash due to banking sector volatility. In recent years, national authorities have had to intervene in bank failures and financial institution insolvencies, raising concerns about the broader stability of the financial system. If further bank failures or liquidity crises occur, our ability to access funds may be disrupted, potentially affecting our ability to meet short-term financial obligations. Additionally, if a financial institution perceives liquidity risks or faces withdrawal pressures, it may impose temporary restrictions on fund access, which could have a material adverse effect on our operations and financial condition.
Decline of economic conditions throughout the world will impede our results of operations, financial condition and cash flows could be negatively influenced.
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 therefore reduce the overall demand for oil and gas and consequently for our shipping 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 war in Ukraine and the conflict between Israel and Hamas. We also 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. 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 the war between Russia and Ukraine and the conflict between Israel and Hamas, trade tensions, such as new tariffs in the U.S., 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.
Additionally, the recent election of President Trump has introduced significant shifts in U.S. foreign policy and trade policy, particularly concerning the conflict in Ukraine and relations with other nations. The administration's approach includes reducing support for Ukraine, engaging in negotiations that may favor Russian interests and adopting a more transactional stance toward international alliances, consistent with the "America First" doctrine. These policy changes have introduced further economic volatility and uncertainty in global markets, potentially impacting our operations and financial stability.
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 that a significant number of port calls made by our vessels, including oil tankers, bulk carriers, chemical tankers, container vessels and other specialized ships, will continue to involve loading or discharging operations in ports within the Asia-Pacific region. As a result, any negative changes in economic conditions, trade volumes or industrial activity in any Asia-Pacific country—particularly in China, given rising corporate and sovereign indebtedness, financial instability and declining real estate values—may have a material adverse effect on our business, financial condition, results of operations and 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 financial crisis in China resulting from high levels of personal and corporate debt, trade policy uncertainties and increasing protectionist measures. In recent years, China and the United States have implemented increasingly restrictive trade policies, leading to tariff increases and ongoing trade tensions that could impact global shipping demand. Although the United States and China reached a partial trade deal in 2020, the stability and long-term impact of these agreements are uncertain. A decrease in the level of imports to and exports from China, particularly in commodities, chemicals, manufactured goods and containerized cargo, could adversely affect demand for our shipping services, thereby impacting our business, operating results and financial condition.
Additionally, China is pursuing policies aimed at reducing reliance on foreign energy and raw materials, such as the Net Zero 2060 initiative, increased domestic mineral and energy production and shifts in industrial supply chains. These policies, combined with evolving decarbonization efforts in manufacturing, shipping and logistics, could reduce demand for bulk transport of fossil fuels, ores and other raw materials. If China’s transition to a lower-carbon economy leads to a structural decline in the import and export of key commodities, this could have a material adverse effect on our fleet utilization, revenues and financial condition.
Furthermore, the Chinese government may implement policies that favor domestic shipping companies, potentially limiting the competitive position of foreign-owned bulk, container and chemical shipping operators. For example, China imposes a tax on non-resident international transportation enterprises engaged in services involving cargo and passenger transport in and out of Chinese ports. This regulation may increase operating costs for international shipping companies and impact the cost-effectiveness of shipping goods to and from China. Additionally, China has introduced environmental levies, such as taxes on coal and emissions-intensive industries, which could affect commodity demand and shipping trade flows. Any such regulatory measures could reduce chartering opportunities, impact freight rates and influence long-term contract renewals with our charterers and customers.
A shift in consumer demand from oil towards other energy sources may have a material effect on our business.
A significant portion of our earnings are related to the oil industry and the demand for our oil tankers. In 2024, we still relied to a large extent on the cash flows generated from charters for our vessels that operate in the tanker sector of the shipping industry. Adverse developments in the tanker shipping industry, such as decreased demand for oil and oil products, could still have a significant impact on our financial condition and results of operations. Adverse developments in the tanker business could therefore reduce our ability to meet our payment obligations and our profitability.
The ongoing global energy transition is reshaping demand patterns in the maritime and transportation sectors. A shift from fossil fuels to alternative energy sources such as electricity, natural gas, LNG, renewable energy, hydrogen and ammonia may significantly impact traditional oil transportation markets. Additionally, the increasing adoption of electric vehicles and stricter emissions regulations may further reduce demand for oil-based transportation fuels, potentially affecting demand for oil tankers.
While some projections, such as those from the IEA, forecast “peak oil” to occur in the late 2020s, OPEC and other industry players maintain that oil demand will remain strong well beyond 2040. Regardless of the timing, the accelerating shift in consumer and industrial demand toward renewable and low-carbon energy sources, driven by government policies, corporate sustainability commitments and decarbonization targets, is reshaping global trade flows and impacting vessel demand across multiple shipping segments, including potentially the demand for our vessels.
At CMB.TECH, we recognise the structural shift and have strategically positioned ourselves as an early adopter and innovator in green fuel technologies, particularly in hydrogen and ammonia-based propulsion systems. Through our R&D initiatives, investments in dual-fuel and mono-fuel hydrogen and ammonia engines and the development of sustainable shipping solutions, we are proactively adapting to the energy transition. Our diversified fleet, including bulk carriers, chemical tankers, container vessels and hydrogen-powered ships could provide us with greater flexibility to navigate evolving market conditions.
As the global regulatory landscape tightens and industries accelerate the transition toward net-zero emissions, the active participation in the development of sustainable maritime solutions could provide competitive advantages. However, should the transition outpace technological and infrastructure readiness, or if new fuels such as hydrogen and ammonia do not scale as expected, market uncertainties could still impact our results of operations, cash flows and financial position.
Our expansion towards additional seaborne transportation sectors other than the tanker sector during 2024 (including those as a result of our acquisition of CMB.TECH Enterprises) exposes us to risks related to these additional sectors, including:
–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;
–our hydrogen and ammonia engine and fuel technology may not be successfully applied in longer haul routes;
–continued increases in demand for service vessels in the offshore wind industry may not occur as expected;
–partnerships in which we cooperate with third parties may fail; and
–intellectual property rights owned by the Company may be challenged or may expire.
The accelerated adoption of electric vehicles and the transition toward renewable energy sources are poised to significantly impact the global trade and movement of crude oil and refined products.
According to the IEA, global electric car sales reached 14 million in 2023, accounting for 18% of all cars sold, up from 14% in 2022. Electric vehicles ("EVs") sales for 2024 reached 17 million. The IEA anticipated that the share of electric car sales would rise to 35% of global car sales by 2030, an increase from previous estimates of less than 25%. However, this estimation could require adjustment in view of the recent shifts in U.S. energy policy. Oil demand from road transport is projected to peak around 2025, with EVs displacing more than 5 million barrels of oil per day by 2030. This shift toward electrification and renewable energy could lead to a decrease in the demand for oil transportation, potentially resulting in lower charter rates and adversely affecting our business, operational results, cash flows, financial condition and ability to pay dividends.
However, it's important to note that while EV adoption is increasing, the IEA forecasts that global oil demand will continue to grow, albeit at a slower pace, reaching a plateau of approximately 105.6 million barrels per day by 2030. While the rise of EVs and renewable energy presents challenges, the ongoing demand for oil, particularly in sectors less susceptible to electrification, may continue to support aspects of our operations.
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 harbors, 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 vessels have been built since our fleet was constructed, and vessels with further advancements may be developed that are even more efficient, more flexible, or have longer operational lifespans, including new vessels powered by alternative fuels or incorporating advanced energy efficiency technologies that are perceived as more environmentally friendly by charterers. We face competition from companies operating more modern vessels with fuel-efficient designs, alternative propulsion systems, or digital optimization technologies. If new vessels are introduced that are significantly more efficient, more flexible, or have longer operational lives than existing eco-design vessels, competition from these newer models could adversely affect the charter hire payments we receive and significantly decrease the resale value of our vessels.
In these circumstances, we may be forced to charter our vessels to less creditworthy counterparties, either because top-tier charterers prioritize newer and more technologically advanced vessels or because older vessels can only secure lower contracted charter rates in the market. 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, 2024, we had forty-one 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. Approved time charter ("TC") contracts could also be jeopardized and cause penalties by late delivery.
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.
If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.
Although none of our vessels owned or operated vessels 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 EU, the U.K. or other applicable governmental authorities ("Sanctioned Jurisdictions") in violation of sanctions or embargo laws during 2024, and we endeavor 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.
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 EU, 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 conflict between Israel and Hamas, the U.S., EU and U.K., together with numerous other countries, have led to the imposition of 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 may adversely affect our ability to operate in the affected regions and could restrict engagements with certain parties whose cargo we transport. The evolving nature of these sanctions necessitates continuous monitoring to ensure compliance and to assess their potential impact on our operations.
Since February 2022, the U.S., EU and allied nations have imposed a series of escalating economic sanctions against Russia in response to its ongoing military actions in Ukraine. These measures have intensified through the end of 2024, targeting various sectors of the Russian economy, including energy exports, financial institutions and maritime operations. In December 2024, the EU adopted its fifteenth package of sanctions against Russia, introducing measures aimed at vessels circumventing sanctions, known as the "shadow fleet", and subjecting more entities to tighter export controls, including several Chinese entities. These sanctions include travel bans, asset freezes and trade restrictions, significantly impacting Russia's oil and gas industry. The EU has also implemented prohibitions on the import of certain Russian energy products, including crude oil, petroleum fuels, LNG and coal, as well as restrictions on new investments in Russia. Additionally, the EU and the U.S. have prohibited specified services related to the maritime transport of Russian-origin crude oil and petroleum products, such as trading, financing, shipping, insurance, flagging and customs brokering. These prohibitions took effect on December 5, 2022, for crude oil and on February 5, 2023, for 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; however, implementation of this exception relies on a recordkeeping and attestation process that allows each party in the supply chain to demonstrate compliance. Violations of the price cap policy or the risk of false documentation may pose additional risks adversely affecting our business.
We believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2024, and intend to maintain such compliance, however maintaining compliance with the evolving sanctions presents significant challenges. The complexity of the regulations, coupled with the potential for rapid changes and varying interpretations, increases the risk of inadvertent violations. Our vessels may have, at times, carried cargo from or called on ports in sanctioned jurisdictions based on charterers' instructions, potentially without our full consent or knowledge. The emergence of Russia's "shadow fleet", comprising vessels used to circumvent sanctions, further complicates the maritime transport landscape, increasing scrutiny and regulatory oversight. Engaging with third parties over whom we have limited control heightens the risk of being implicated in sanctionable activities, despite our commitment to compliance. Any such violations could result in reputational damage, substantial fines, penalties or other sanctions, severely impacting our ability to access U.S. capital markets and conduct our business. Moreover, these issues could lead to investors divesting their interests or refraining from investing in our company and could adversely affect our loan agreements and transactions with various banks.
Risks related to the technological, regulatory and market aspects in the development, testing and commercialization of hydrogen and ammonia combustion engines and applications could adversely affect our business
Our H2 Industry division is engaged in the development, testing and commercialization of mono fuel and dual fuel hydrogen and ammonia combustion engines and applications for various industries, including marine, trucking, ports, mining, rail and power generation. The division is at the forefront of hydrogen-based decarbonization solutions, but the successful deployment and scaling of these technologies is subject to a variety of technological, regulatory, financial and market-related risks, for example:
- The conversion and retrofitting of new diesel trucks, straddle carriers, generator sets ("gensets") and vessels with the Company's dual fuel hydrogen technology at our Dual Fuel Workshop in Antwerp and other locations present a set of manufacturing and operational risks.
- The regulatory framework governing hydrogen- and ammonia-powered vehicles, equipment and vessels is still evolving, creating uncertainties in certification, permitting and compliance requirements.
- The success of our hydrogen and ammonia solutions depends on market acceptance, economic viability and competition with alternative decarbonization technologies.
- The high capital costs associated with research and development ("R&D"), testing and infrastructure investments create financial exposure and potential delays in achieving profitability.
- Geopolitical and supply chain risks
The development, production and distribution of green hydrogen and ammonia bears technological, regulatory and market risks which could adversely affect our business
Our H2 Infra division is engaged in the development, integration and management of infrastructure for green hydrogen and ammonia production and distribution. This includes projects such as the hydrogen production plant in Namibia, which generates off-grid, pure green hydrogen, the ammonia production plant, which will produce green ammonia, and the ammonia terminal in Namibia, designed to supply ammonia to power deep-sea vessels.
These initiatives expose the company to technological, regulatory, operational, geopolitical and financial risks, including the following:
–Building and operating hydrogen and ammonia infrastructure presents unique technical and logistical challenges that could delay project execution, increase costs or impact operational efficiency.
–The hydrogen and ammonia industry is subject to complex, evolving regulatory frameworks that impact project approvals, safety standards and market access.
–The success of the H2 Infra division depends on the growth of the global hydrogen and ammonia market, as well as the commercial viability of large-scale production and distribution.
–Developing large-scale hydrogen and ammonia infrastructure requires significant capital expenditures and long-term financial commitments.
–Cybersecurity compliance risks.
Risks related to the acquisition of a controlling interest in Golden Ocean Group Limited
The share purchase of 40.8% of Golden Ocean Group Limited (Golden Ocean) implies that Golden Ocean is not in compliance with the change of control clause included in its loan agreements, leading to a risk of the lenders of Golden Ocean declaring a default and consequentially to cross defaults under their other loan agreements.
On March 4, 2025, CMB.TECH NV, through its subsidiary CMB.TECH Bermuda Ltd., entered into a share purchase agreement with Hemen Holdings Limited (Hemen) to purchase all of Hemen’s 81,363,730 of the common shares of Golden Ocean Group Limited at a purchase price of $14.49 per common share. Following the closing of the Share Purchase on March 12, 2025, Hemen ceased to hold any of the common shares of Golden Ocean, and CMB.TECH holds approximately 40.8% of the outstanding common shares. On April 3, 2025, the Company indirectly held a total of 98,400,304 shares of Golden Ocean, representing approximately 49.4% of Golden Ocean's outstanding voting shares, as an additional 17,036,574 shares have been acquired in the market after the acquisition of the 81,363,730 shares from Hemen on March 12, 2025. For more information, please see "Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS - B. Liquidity and capital resources - B.05 Recent Developments".
As all of the loan agreements of Golden Ocean contain a change of control compliance clause that prohibits any person, other than Hemen and certain of its affiliates, without the lenders prior written approval from either acquiring (directly or indirectly): (i) more than 33.33% of the shares or the votes of Golden Ocean; or (ii) the right to control the appointment of a majority of the members of the board of directors of Golden Ocean. As a result, of the transaction, Golden Ocean is not in compliance with certain clauses contained in its loan agreements, and if it is not successful in obtaining amendments to the loan agreements or does not refinance the outstanding indebtedness under such agreements, the non-compliance may cause the lenders of Golden Ocean to declare a default and accelerate the outstanding indebtedness under the relevant agreements, which may result in cross defaults under the other loan agreements of Golden Ocean and would impair its ability to continue to conduct its business.
Although Golden Ocean is currently not in default, its lenders may declare a default if they serve a notice of non-compliance and they fail to rectify the issue within 14 days period. As of April 9, 2025, Golden Ocean has not received any request to rectify the non-compliance. Golden Ocean is currently in discussions with its existing lenders to address the breach related to the change of control compliance clause discussed above. It has sent a request to the banks to amend the loan agreements to include a new change of control clause that would require it to prepay the outstanding borrowings in full if (i) two or more persons, other than the Company, acquires (directly or indirectly): (a) more than 33.33% of the shares or the votes of the Company; or (b) the right to control the affairs or composition of a majority of the members of the Board of Directors of the Company, or (ii) if any two or more persons, other than CMB NV, Saverco NV or Marc Saverys acquire (directly or indirectly): (a) more than 50.0 % of the shares or the votes of the Company; or (b) the right to control the affairs or composition of a majority of the members of the Board of Directors of CMB.TECH.
We have identified syndicate banks to refinance all or part of the Golden Ocean's current outstanding debt and have entered into credit committee approved commitment letters with these banks as of March 4, 2025 for outstanding borrowings of up to $2.0 billion, that are subject only to the execution of satisfactory documentation and customary covenants and closing conditions. If Golden Ocean is unable to reach agreements with their existing lenders, Golden Ocean plans on refinancing the existing debt with the committed financing described above, which may have, among others, the expected terms, as follows: Golden Ocean is the borrower, the guarantors are CMB.TECH, and the subsidiaries of Golden Ocean that own the vessels are serving as collateral under the loan. The financing is expected to have a 5-year tenor and a linear age adjusted amortization profile of 20 years. The facility is expected to be priced with an interest rate of SOFR plus a market-based margin. Moreover, in connection with any amendments to the refinancing of the loan agreements of Golden Ocean, their lenders may impose additional operating and financial restrictions on them and/or modify the terms of their existing loan agreements, which may limit their ability to, among other things, pay dividends, make capital expenditures and/or incur additional indebtedness, including through the issuance of guarantees. In addition, the lenders of Golden Ocean may require the payment of additional fees, require prepayment of a portion of the indebtedness to them, accelerate the amortization schedule for the indebtedness and increase the interest rates they charge us on the outstanding indebtedness.
In accordance with the loan agreements, Golden Ocean has agreed to not make any financial distribution if an event of non-compliance has occurred, has been noticed by their lenders and is continuing. Golden Ocean is currently in discussion with their existing lenders to address the change in the Company’s largest shareholder as a result of the Share Purchase, and the discussions have not resulted in any rejections as of April 9, 2025. Because of the presence of cross default provisions in the loan agreements of Golden Ocean, the refusal of the relevant lender or lenders under any loan agreement to grant amendments could result in all of the indebtedness of Golden Ocean being accelerated even if the other lenders have amended covenant defaults under the respective loan agreements. A cross default provision means that if Golden Ocean defaults on one loan, they would then default on all of the other loans.
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, we operate 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 ongoing 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. In the Red Sea for example, in connection with the persistent targeting of commercial and naval vessels and the Gulf of Aden, in connection with the ongoing conflict between Israel and Hamas. These attacks have compelled many vessels to reroute around the Cape of Good Hope, bypassing the Suez Canal, which has led to increased voyage durations and costs.
The developments in the Ukraine region and continuing conflicts and instability 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 NATO countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry. The recent diplomatic efforts between U.S. President Donald Trump and Russian President Vladimir Putin have introduced potential pathways toward a ceasefire in Ukraine. However, these negotiations remain highly uncertain and could result in a settlement unfavorable to Ukraine and NATO allies, raising concerns about long-term European security. This geopolitical rift could provide Russia with opportunities to act more hostile toward Europe, increasing instability in the region and raising the risk of new conflicts.
Our business could also be adversely impacted by trade tariffs (particularly those expected to be implemented by the Trump administration), 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.
Volatility of interest rate benchmarks under our financial agreements could affect our profitability, earnings and cash flow.
In order to manage our exposure to interest rate fluctuations under the 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. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position.
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.
We depend on third party service providers.
We currently outsource to third party service providers certain management services of our fleet, including certain aspects of technical, commercial and crew management. In particular, we have entered into ship management agreements that assign technical and crew management responsibilities to third-party technical managers for the majority of our fleet, mainly to Anglo-Eastern Ship Management.
We have transferred commercial management of part of our fleet to pool managers, mainly Tankers International Pool and STJS Pool.
In such outsourcing arrangements, we transfer 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 our vessels;
–obtain supplies and materials necessary for the operation and maintenance of our vessels;
–recruit crew members with training, licenses and experience appropriate for our 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 or other. The third-party service providers we have 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. We rely 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. We 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 we are 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 our business and have a material adverse effect on the company’s business, results of operations and financial condition.
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.
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 178,726,458 of our ordinary shares, representing 92.02% of our outstanding shares, as of April 1, 2025. As long as one of our key shareholders beneficially owns a significant percentage of the outstanding ordinary shares, it is able to exercise significant influence over the Company and will be able to control the outcome of shareholder votes, 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 a key shareholder may not coincide with the interests of other holders of our ordinary shares. To the extent that conflicts of interests may arise, key shareholders may vote in a manner adverse to some other holders of our securities.
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, 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. 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.
Risks Relating to Legal and Regulatory Matters
We are subject to complex laws and regulations, including environmental laws and regulations that can increase our costs and liability exposure and adversely affect our business, results of operations and financial condition.
We operate worldwide, including, where appropriate, through agents or other intermediaries. Compliance with complex 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 and the EU-U.S. Privacy Shield Framework), 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 OFAC or other agencies, local laws such as the U.K. 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 could also 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 laws can also affect the resale value or useful lives of our vessels, can require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. 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. 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. Violations of, or liabilities under, environmental laws 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 vessels. 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.
We are subject to sustainability reporting standards which impose substantial costs on our operations.
Companies like us subject to the Corporate Sustainability Reporting Directive ("CSRD") and other such sustainability reporting standards 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. The rules became applicable in the financial year 2024, for reports to be published in 2025. CMB.TECH is defined as a listed small-and medium-sized entity ("SME") for both CSRD and EU Taxonomy. SMEs with securities listed on EU regulated markets, have no longer any reporting requirements under CSRD and EU Taxonomy. Hence, CMB.TECH will only report Sustainability and Taxonomy-related information on a voluntary and case-by-case basis.
The EU 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, and, as of 2024, regulates the shipping industry. Under the EU ETS, shipowners will need to register, open accounts and report their emissions within the methodology required by the system. Charterparties need to include new ETS-related clauses and divide responsibilities between Owners and Charterers in order to comply with the regulations. This will generate additional operational, legal and administration work. Non-compliance with the rules could lead to sanctions, whether due to unfamiliarity with the new regulations , making errors in the submission data , or poor agreements between Owners and Charterers, etc. This could have a material adverse effect on our business. We have therefore prepared terms and conditions for insertion into our trading contracts such as but not limited to time, voyage and bareboat charters, ship management agreements and other trading documents, aiming at protecting our best interests by limiting compliance and administration costs as well as other financial burdens. In view of the administration of our EU ETS rights and obligations, we have opened Maritime Operator Holding Accounts ("MOHA accounts") so as to enable us to buy, trade and surrender emission allowances online.
In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with these requirements is costly. To comply with these and other regulations, including: (i) the sulfur emission requirements of Annex VI of 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 BWM Convention of the 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 sulphur 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.
We are subject to international safety regulations, and if we fail to comply with these 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 regulated by international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the 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 ("ISM Code"), the International Ship & Port Facility Security Code ("ISPS Code"), promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), as well as to other conventions, mainly MARPOL, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers ("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 ("USCG") and E.U. Authorities enforce compliance with the ISM and ISPS Codes and prohibit non-compliant vessels from trading in U.S. and EU ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.
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 and what effect, if any, such regulations might have on our operations. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost associated with 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.
Developments in safety and environmental requirements relating to the recycling of vessels may result in unexpected costs.
The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the "Hong Kong Convention"), aims to ensure ships, are being recycled once they reach the end of their operational lives and do not pose any unnecessary risks to the environment, human health and safety. Upon the Hong Kong Convention's entry into force on June 26, 2025, each ship that gets recycled will have to carry an inventory of its hazardous materials. 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.
In 2013, the European Parliament and the Council of the EU adopted the EU Ship Recycling Regulation ("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 only be recycled in facilities included on the European List.
Under the ESSR, commercial EU-flagged vessels of 500 gross tonnage and above may only be recycled at shipyards included on the European List. The European List currently 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.
Regulations relating to ballast water discharge may result in increased costs.
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 ("IOPP") renewal survey, vessels are required to comply with the updated D-2 standard. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.
The regulatory landscape in the U.S. concerning vessel discharges is currently evolving. While the 2013 Vessel General Permit ("VGP") program and the U.S. National Invasive Species Act ("NISA") remain in effect, the Vessel Incidental Discharge Act ("VIDA") introduces a new regulatory framework. On September 20, 2024, the U.S. Environmental Protection Agency ("EPA") finalized the Vessel Incidental Discharge National Standards of Performance, establishing national standards for approximately 30 types of incidental discharges, including ballast water, similar to those previously covered under the VGP. Following this, the USCG is now responsible for developing the corresponding implementation, compliance, and enforcement regulations, which are expected by September 2026. Until the USCG finalizes these regulations, vessels must continue to comply with the existing EPA 2013 VGP and applicable USCG ballast water requirements. However, the future implementation of the VIDA framework may necessitate the installation of new equipment or modifications to existing systems to meet updated discharge standards. These developments could result in substantial additional costs, which may adversely affect our operational flexibility and 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 EC 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’ and ‘brown’ economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, in 2016, IMO's Marine Environment Protection Committee ("MEPC") announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from to 0.5% as of the beginning of 2020. Additionally, in 2018, nations at the MEPC 72nd session ("MEPC 72") adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reduce 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 ("CO2") 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. At the MEPC 73rd session in 2018 , IMO approved a follow-up program. At the MEPC 80th session ("MEPC 80") in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships: to reduce carbon intensity through further design improvements to the energy efficiency for new ships; to reduce CO2 emissions per transport work, as an average across international shipping, by at least 40% by 2030, compared with 2008; to increase the uptake of zero or near-zero GHG emissions technologies, fuels or energy sources by at least 5%, striving for 10%, of the energy used by international shipping by 2030; and to peak GHG emissions from international shipping as soon as possible and to reach net-zero GHG emissions close to 2050.
At the conclusion of the MEPC 82nd session ("MEPC 82"), IMO member states identified further areas of convergence in their positions. They produced a draft legal text to use as a basis for ongoing talks around the proposed “mid-term measures” for GHG reduction, which are expected to be adopted at the MEPC 83rd session ("MEPC 83"), which will be held from April 7, 2025 to April 11, 2025.
The EU has also included shipping in its EU ETS. The EU has established a regulatory framework for monitoring and reducing greenhouse gas emissions from maritime transport under the EU ETS. Accordingly, 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. The inclusion of maritime shipping emissions within the scope of the EU ETS is on basis of 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 as from the outset. Starting in 2025, large offshore vessels of 5,000 gross tonnage and above will be subject to the Monitoring, Reporting, and Verification ("MRV") regulation for CO2 emissions from maritime transport. These vessels will then be included 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 in 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. Additionally, the European Council of the EU has 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% as of January 1 2025, with additional reductions contemplated every five years (up to 80% as of January 1, 2050). Additional EU regulations that 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.
The EU ETS became applicable to 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 that 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. We have therefore prepared terms and conditions for insertion into our trading contracts, such as but not limited to time, voyage and bareboat charters, ship management agreements and other trading documents, aiming at protect our best interests by limiting compliance and administration costs as well as other financial burdens. In view of the administration of our EU ETS rights and obligations, we have opened MOHA accounts so as to enable us to buy, trade and surrender emission allowances online.
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 charter 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 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 Green 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 became applicable in 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) ("NFRD") is an amendment to the Accounting Directive ("Directive 2013/34/EU"). Under the NFRD, large listed companies, banks and insurance companies 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 CSRD, 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. Seafarers are not classified as full-time equivalents ("FTEs") as they are associated with external ship managers and agents. CMB.TECH had 252 FTEs registered on our payroll (2024). Given that condition, the Company does not qualify for mandatory reporting of EU Taxonomy eligibility and alignment. On February 26, 2025, the EC introduced an Omnibus package to streamline reporting while maintaining transparency, proposing changes to the scope and timing of the CSRD, EU Taxonomy, and Corporate Sustainability Due Diligence Directive ("CSDDD"). CMB.TECH is defined as listed SME for both CSRD (less than 1000 employees) and EU Taxonomy (less than 1000 employees). SMEs with securities listed on EU regulated markets, no longer have any reporting requirements under CSRD and EU Taxonomy. Hence, CMB.TECH will only report Sustainability and Taxonomy-related information on a voluntary and case-by-case basis.
Sulphur Oxide Emissions:
To mitigate the sulphur oxides emissions from shipping, a global cap on the sulphur percentage of 0.5 % in the fuel oil burnt has been enforced since 1 January 2020. Additionally, the fuel oil sulphur % limit of 0.1 % was established for the ships operating inside special areas. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners are required to comply with this regulation by:
–using 0.5% sulphur or 0.1% sulphur fuels on board, which are available around the world but at a higher cost;
–installing scrubbers for cleaning of the exhaust gas which required capital investment; or
–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 are significant and have a material adverse effect on our future performance, results of operations, cash flows and financial position. From 1st May 2025, the Canadian and Mediterranean areas would be Emission control areas requiring stricter sulphur compliance and this affects the vessels operating costs in these regions.
Decarbonisation
The globally increasing focus on GHG emissions and climate change discussions led to the IMO, at the MEPC 62 in 2011, to adopt the carbon emission reduction regulations, through the introduction of technical and operational measures in Chapter 4 under MARPOL Annex VI.
The technical measures introduced in 2011 required all the new build vessels to achieve a ship type specific energy efficiency level, measured as Energy Efficiency Design Index (EEDI), gradually increasing to more efficient new build ships, in a phased manner after entering into force in 2013. The increased investment into energy efficiency enhancing designs and technologies was balanced by the reduction in the fuel consumption costs. Further, at MEPC 75, amendments were made to Annex VI extending the EEDI regulations to reduce greenhouse gas emissions from existing ships (EEXI) which required ships to assess and measure their energy efficiency and to achieve a 20% reduction in the design energy efficiency index from 2008 baseline, measured as EEXI or EEDI. These EEXI regulations were enforced from January 2023, driving the investment in energy efficiency technologies, retrofits and reduction of engine power (and associated speed).
The operational measures introduced in 2011, required the ships above 5000 gross tonnage to develop and implement a Ship Energy Efficiency Management Plan (SEEMP). In 2016, MEPC 70 introduced the IMO Data Collection System (DCS) which mandated these ships to collect the consumption data for each type of fuel and additional data reporting requirements with effect from 1st January 2019.
Further, the IMO introduced mandatory operational measures to reduce the carbon emissions intensity (Carbon Intensity Indicator- CII) from ships and to achieve a target of a 40% reduction in carbon emissions intensity by 2030 compared to 2008. This required ships of 5,000 gross tonnage to document and verify their actual annual operational CIIattained basis the DCS submission against a determined annual operational CIIrequired. The CIIrequired values is gradually made more stringent each year in alignment to the IMO’s decarbonisation trajectory short term goals. A vessel with CIIattained lower than its CIIrequired has a superior energy efficiency rating of A or B which may provide commercial benefits to us. Vessels that continually receive inferior CII ratings of D for 3 years or E for a year, are required to submit corrective action plans to ensure compliance and this affects the operational speeds. The CII ratings are negatively affected by the charterer’s operational decisions such as increased speed and extended time spent in anchorages or at port, which adversely impacts the vessel’s future tradability. This requires new clauses in the Charterparties which increase administrative burden but are needed to legally protect Owners in case Charterers do not comply with requirements. Inferior CII ratings could lead to adverse effects on our vessel’s tradability, our legal and financial situation.
Presently our fleet of vessels meet the compliance values as per the EEDI / EEXI regulations. Investments in our vessels design and operational energy efficiency provides us commercial edge over the competition and improves the vessel’s acceptability in the market.
In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by 1 January 2026 and decide on the CII reduction factor for 2027 and beyond. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.
Also in July 2023, IMO adopted the revised 2023 IMO Strategy on Reduction of GHG Emissions from Ships setting increased levels of ambition for the shipping industry:
–to reduce CO2 emissions per transport work, as an average across international shipping, by at least 40% by 2030, compared with 2008
–to increase the uptake of zero or near-zero GHG emissions technologies, fuels or energy sources by at least 5%, striving for 10% of the energy used by international shipping by 2030
–and to peak GHG emissions from international shipping as soon as possible and to reach net-zero GHG emissions close to 2050.
It also introduced 2 indicative check points in the strategy:
–to reduce total GHG emissions by 20%, striving for 30% by 2030 compared to 2008
–to reduce total GHG emissions ay at least 70%, striving for 80% by 2040, compared to 2008
Discussions are presently underway to decide on the IMO’s midterm measures consisting of market-based measures (MBM) like introducing fund, tax or levy based on GHG total emissions or GHG fuel intensity calculated basis the life cycle emissions (well to wake) of fuels. Intention of the MBM is to drive the demand for alternate fuels, finance the decarbonisation projects and provide regulatory impetus to ships owners to invest in zero or near zero GHG emissions ships.
This is in line with the European Union’s Emissions trading Scheme (EU ETS) and the FuelEU Maritime which are in force.
These upcoming regulations will have significant impact on the charterparty clauses, overall trade patterns and will affect the company’s financial position. As ship owners, we face the uncertainty of the alternate fuel availability and increased fuel costs, requiring us to carry out comprehensive market assessment prior taking decisions on investments in alternate fueled vessels.
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 owning, 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.
Biodiversity
Ballast Water discharges and hull biofouling are identified as threat to biodiversity by transfer of invasive species due to ship operation and introduced the ballast water regulations and biofouling guidelines to mitigate this risk. The ballast water regulations initially required the vessels to carry out ballast water exchange and with the entry of the convention into force in 2017 for new builds and 2019 for existing vessels, it became mandatory for the vessels to install an IMO Type approved Ballast water treatment plants onboard. The company overcame this challenge through capital investment in the installation of Ballast Water Management Systems (BWMS) by retrofitting in the existing ships or in new builds. In 2023 at MEPC 80, IMO amended the Biofouling guidelines, recommending the ships to incorporate a biofouling management plan, detailing on the routine hull inspection and cleaning.
The MEPC 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 are required to either to 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.
Black Carbon
MEPC 75 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. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other 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.
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 own operations or that of suppliers and service providers in our value chain, including with respect to infrastructures on which we rely to be able to conduct 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" ("PFIC"), which could have adverse United States federal income tax consequences to United States shareholders.
A foreign corporation will be treated as a 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. 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, the 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 ("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 ("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. 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 that 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 (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 ("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 that 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, the Company 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 application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and was approved in 2024 by the Belgian Ruling Commission. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies for a ten-year period as from January 1, 2024 and thereafter will be automatically renewed for another ten-year period. 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.
We also operate vessels under Belgian, French, Greek, Marshall Islands, Liberian and Madeira 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 cannot 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.
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 June 19, 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 until 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 our 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 ("OECD") two-pillar base erosion and profit shifting project. In 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.
The price of our ordinary shares has ranged between $17.59 and $9.93 during 2024. 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;
–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, such as the COVID-19 pandemic, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.
These broad market and industry factors may cause the market price of our ordinary shares to drop, 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.
In addition, securities of certain companies have recently experienced significant and extreme volatility in stock price due to short sellers of 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 risk 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 our shares will not be in the future, and if so it could cause you to lose a significant portion or all of your investment.
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 common stock 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.
As of April 9, 2025, we owned 25,807,878 of our own shares (11.73% of the total issued 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 authorize the repurchase of 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 do so 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.
The Supervisory Board decided to amend our dividend policy to a full discretionary dividend policy. We therefore cannot assure you that we will declare or pay any dividends. The shipping 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.
The Supervisory Board amended our dividend policy to a full discretionary dividend policy at the end of 2023.
Consequently, 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”).
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.
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).
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, 2024, our issued (and fully paid up) share capital was $239,147,505.82 which was represented by 220,024,713 shares. As of December 31, 2024, we had:
–194,216,835 ordinary shares outstanding, and
–25,807,878 treasury shares.
Our Shareholders’ Special Meeting in 2021 authorized our Supervisory Board 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 €0.01.
On March 21, 2024, the Supervisory Board had authorized the Management Board to repurchase up to 10 million shares at a maximum purchase price per share of $17.86 (dividend or other distribution paid should be deducted from this amount as of the ex-dividend date) with a term from March 21, 2024 to June 28, 2024. Shares that we repurchase can be cancelled or can be held as treasury shares, at our option.
Under Belgian corporate law, 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 in 2020, our Supervisory Board is 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 such 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 will prevail 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.
Any shareholder acquiring 30% or more of our issued ordinary shares is 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 CMB.TECH that it and its affiliates do not already own. The purpose in making the offer for the remaining shares in CMB.TECH 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.
ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
The Company was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term. As described below, before October 1, 2024, we operated under the name Euronav NV, and effective October 1, 2024, our name was changed to CMB.TECH NV. Our Company is a public limited liability company (naamloze vennootschap/société anonyme). Our registered office is located at De Gerlachekaai 20, 2000 Antwerp, 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 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 in the United States under the Securities Act of 1933, as amended ("Securities Act"), 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 "CMBT".
In 2018 we completed the merger with Gener8 Maritime Inc. ("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 ("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 oil 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 crude oil tanker market.
In 2022, we became the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc.
The 2024 Merger Transaction and Name Change
On October 9, 2023, the Company, at the time operating under the name Euronav NV, announced the agreement of two reference shareholders CMB NV ("CMB"), and Frontline plc/Famatown Finance Ltd (together, "Frontline"), on a transaction involving multiple interdependent agreements. Part of the agreement included the sale of 24 VLCC tankers from the Company's fleet at the time (the "Vessel Sale").
On November 22, 2023, the Company announced the sale to CMB NV of all Company shares held by Frontline plc and Famatown Finance Limited ("Share Purchase"), which resulted in CMB NV owning 49.05% of the Company's shares, based on 220,024,713 ordinary shares outstanding as of December 31, 2023 (of which the Company held 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 composition of the Supervisory Board and the Management Board as well as the various committees. The purpose of effecting a change of control of the Company through the Share Purchase was to resolve the strategic and structural deadlock within the Company 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 the Company into a Europe-based leading company in the field of maritime and industrial cleantech by gradually diversifying the Company'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 the Company for the sale of 100% of the shares in CMB's subsidiary, at the time named CMB.TECH NV (now CMB.TECH Enterprises), to the Company for an aggregate purchase price of approximately $1.15 billion. The transaction closed on February 8, 2024 and CMB.TECH NV (now CMB.TECH Enterprises) became a wholly-owned subsidiary of the Company.
On February 14, 2024, CMB launched its mandatory public takeover bid for all shares of the Company not already owned by CMB or persons affiliated with CMB ("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 the Company on December 20, 2023, to holders of record of our shares on December 13, 2023.
During the acceptance period, 69,241,955 shares of the Company, representing 31.47% of the then-outstanding shares of the Company, were tendered into the Bid. On March 29, 2024, the Company announced that it purchased 2,620,931 of its own shares.
Effective as of July 15, 2024, the Company’s ticker symbol on the NYSE and Euronext Brussels changed from “EURN” to “CMBT”.
Effective as of October 1, 2024, the Company’s name was formally changed from “Euronav NV” to “CMB.TECH NV” as approved by the Company’s shareholders at the Company’s extraordinary general meeting held on July 2, 2024.
In connection with certain litigation regarding the Bid, the Market Court in Belgium (“Market Court”) determined in its ruling of September 6, 2024 that the price at which certain vessels were sold by the Company to Frontline plc in the Vessel Sale implied certain special indirect benefits to Frontline and calculated these special indirect benefits to be $0.52 per share. The Financial Services and Markets Authority of Belgium (“FSMA”), at the direction of the Market Court, ordered CMB NV, to (i) pay the bid price increase of $0.52 per share to all (former) shareholders whose shares were validly tendered in the Bid during the acceptance period that expired on March 15, 2024 and (ii) reopen the Bid at an adjusted price which takes into account the original Bid price, increased by $0.52 per share (“FSMA Order” and the reopened Bid, “Reopened Bid”). Taking into account the original Bid price, increased by $0.52, in accordance with the FSMA Order, and decreased by $6.29 (the aggregate amount of distributions made by the Company to its shareholders since the initial announcement of the Bid on October 9, 2023), resulted in an offer price per share of $12.66. An additional 1,579,159 shares in the Company were tendered to CMB NV in the Reopened Bid.
As a result of the Bid and the Reopened Bid, CMB holds a total of 178,726,458 shares of the Company, representing 81.23% of the issued and 92.02% outstanding shares in the Company. Taking into account the 25,807,878 treasury shares held by the Company and the 24,400 shares held by Saverco NV, CMB and persons affiliated with it together hold 204,558,736 shares, representing 92.97% of the issued shares of the Company.
On March 4, 2025, the Company announced that it entered into a share purchase agreement with Hemen Holding Limited ("Hemen") for the acquisition of 81,363,730 shares in Golden Ocean Group Limited ("Golden Ocean") representing approximately 41% of Golden Ocean’s issued and outstanding voting shares at a price of $14.49 per share. The Share Purchase did not trigger a mandatory takeover bid or similar offer in Bermuda, Norway, the United States, or any other jurisdiction. This acquisition is in line with our strategic objective of diversification, and our intent to become a long-term shareholder in Golden Ocean and investing in a modern dry bulk fleet. The initial accounting and determination of goodwill is not yet complete and therefore no details on fair value of assets and liabilities acquired, fair value of consideration transferred nor accounting values can be disclosed, including existence of contingent liabilities. For more information, please see CMB.TECH NV's Schedule 13D, filed with the SEC on March 11, 2025.
On March 4, 2025, we entered into a $1.4 billion bridge facilities agreement with KBC Bank NV, Crédit Agricole CIB and Société Générale in view of the acquisition of shares in Golden Ocean. The bridge facilities agreement has an initial term of 9 months with the possibility to extend its term twice with an additional six months
On March 12, 2025, CMB.TECH NV, through its subsidiary, purchased from Hemen the 81,363,730 shares in Golden Ocean.
On March 27, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired 7,347,277 additional shares in Golden Ocean in the open market following the Share Purchase. On March 27, 2025, CMB.TECH NV owned an aggregate of 88,711,007 shares in Golden Ocean, representing approximately 44.5% of Golden Ocean's outstanding voting shares.
On April 3, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired 9,689,297 additional shares in Golden Ocean in the open market following the Share Purchase. On April 3, 2025, CMB.TECH NV owned an aggregate of 98,400,304 shares in Golden Ocean, representing approximately 49.4% of Golden Ocean's outstanding voting shares.
We are headquartered in Antwerp, Belgium and maintain offices across Europe and Asia. We are listed on Euronext Brussels and on the NYSE under the symbol CMBT.
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://cmb.tech. The information contained on these websites does 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
CMB.TECH is a diversified and future-proof maritime group that builds, owns, operates, and designs large marine and industrial applications that run on dual fuel or monofuel (diesel-)hydrogen and (diesel-)ammonia engines. CMB.TECH offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. CMB.TECH is active throughout the full hydrogen value chain through its different divisions: (i) Marine, (ii) H2 Industry and (iii) H2 Infra.
As a result of the 2024 Merger Transaction, CMB, as our controlling shareholder, is implementing a new strategy for the Company aimed at making CMB.TECH the reference platform for sustainable shipping on three axes:
1. Diversification of the fleet. We have diversified our fleet into different shipping segments to decrease the dependence on the transportation of crude oil. This diversification has not resulted in us exiting the oil tanker business altogether, but rather has resulted in a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to our portfolio. CMB.TECH believes that the expansion into other shipping segments will enable future-proof investments throughout the cycles of the various segments. This diversification began through the 2024 Merger Transaction, and we expect to continue with the acquisition of second-hand future-proof vessels and the ordering of future-proof newbuildings. Future-proof in CMB.TECH'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.TECH believes a key trend in shipping is offering low-emission ships to its customers given the global fuel transition, making it 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.TECH envisions 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. By divesting less efficient or older ships and re-investing the proceeds in new buildings or modern secondhand vessels or technical upgrades (e.g., energy saving devices), CMB.TECH seeks to optimize its fleet to continue offering the best quality vessels to its customers.
I.Marine Division
Our largest division is the marine division. It builds, owns, operates and designs a wide range of conventional ships and low carbon ships powered by dual fuel or monofuel (diesel-)hydrogen and (diesel-) ammonia engines: dry bulk vessels, container vessels, chemical tankers, oil tankers, offshore wind vessels and port vessels. 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.
Euronav: crude oil tankers [1]
During 2024, CMB.TECH took delivery of two super-eco Suezmax tankers (Helios, Orion) – whilst selling 17 VLCC tankers and five Suezmax tankers through-out the year. Embodying CMB.TECH’s strategy of recycling older tonnage vessels into a more future-proof fleet (both crude oil tankers as into diversified end markets). Today’s fleet on the water still comprises out of 14 VLCCs, 19 Suezmax and two FSOs. In addition, five super-eco dual fuel VLCCs (ammonia ready) are on order with deliveries 2026/2027 (shipyard: CSSC Qingdao Beihai Shipbuilding) as well as two super-eco Suezmax with deliveries in the second quarter of 2026 (shipyard: Daehan Shipbuilding).
During 2024, the order book for both VLCCs and Suezmax increased. At the end of 2024, the order book to fleet ratio for VLCCs stood at 9.3% and for Suezmax at 15.9%. The average age increased to 25-year all-time highs of 12.4 years for VLCCs and 12.6 years for Suezmax vessels. Tanker asset values have been easing since reaching their highs in mid-2024, though a tight shipyard market is keeping newbuilding prices very high.
Market dynamics
After a strong performance in the first half of 2024, crude oil tanker spot rates saw a retraction to lower levels in the second half, failing to capitalize on the typical seasonal uptick associated with winter demand. Despite this softer finish to the year, CMB.TECH’s VLCC and Suezmax earnings managed to stay above their respective 10-year historic averages, highlighting underlying market resilience even amidst a challenging backdrop. The 10-year averages for VLCC and Suezmax earnings stand at $35,251/day and $32,439/day, respectively, providing a benchmark for the enduring strength in these segments.
During 2024, the broader seaborne transportation of crude oil was significantly impacted by a combination of factors. Chief among them was a downturn in Chinese demand, with the country reducing its crude imports by approximately 200,000 barrels per day in 2024. Weak economic growth, a shift to LNG-fueled trucks and the growth in EV sales up 50.0% year-over-year in November 2024, have all decreased Chinese oil demand. This decline was further exacerbated by a strategic shift in China's crude oil sourcing, as it replaced longer-haul imports from the Atlantic basin with sanctioned oil from Russia and Iran. The sanctioned import of crude oil, particularly from Iran, played a major role in reshaping the market dynamics. The flow of Iranian crude oil into China, either directly or through intermediaries like Malaysia, averaged 1.2 million barrels per day throughout 2024. This significant volume translated into an estimated 250 VLCC fixtures annually, marking a substantial portion of the market dedicated to sanctioned trades.
Additionally, in 2024, global crude oil supply was constrained by persistent OPEC+ production cuts, which remained in place throughout the year. Non-OPEC production also underperformed with Brazilian crude oil production disappointing, further limiting the available supply for international markets. These supply-side factors contributed to the overall decline in seaborne transportation demand.
Consequently, crude oil ton-mile demand, excluding sanctioned trades, declined by 3.5% in 2024 compared to the previous year. Stricter enforcement of sanctions on Iran and Russia could tighten global supply and spur demand for long-haul crude oil transportation by the regulated fleet. With limited new crude oil tanker capacity coming online, the market may see a supportive environment for rate recovery throughout 2025.
[1] Own data analysis basis Clarksons SIN, Jefferies, OPEC
Bocimar: Dry Bulk Vessels [1]
During 2024, CMB.TECH took delivery of eight 210,000 dwt super-eco ammonia ready Newcastlemax vessels (Mineral Luxembourg, Mineral France, Mineral Deutschland, Mineral Italia, Mineral Danmark, Mineral Eire, Mineral Hellas and Mineral Espana). Today’s fleet on the water comprises out of ten Newcastlemaxes. In addition, 18 super-eco dual fuel Newcastlemax vessels (8 ammonia ready / 10 ammonia fitted) are on order with deliveries 2025/2026 (shipyard: CSSC Qingdao Beihai Shipbuilding) and two 5,000 dwt coasters with deliveries in quarter 3/quarter 4 2026 (Dung Quat Shipyard).
During 2024, the order book for Newcastlemaxes slightly increased yet remains the most favorable of all shipping segments. At the end of 2024, the order book to fleet ratio for Newcastlemaxes stood at 7.6%. The average age increased to 15-year all-time highs of 11.3 years. Dry bulk asset prices have remained relatively stable at high levels since an initial flurry of sale-and-purchase deals in February sent second-hand Cape values up 40.0% to start the year. Values have only declined slightly in the last quarter of the year despite the pull back in spot and time charter rates. Time charter rates today are roughly in line with those averages seen in 2023, though second-hand values remain 30.0% higher.
On March 12, 2025, CMB.TECH purchased approximately 41% of Golden Ocean’s outstanding voting shares including all Golden Ocean shares controlled by Hemen), Golden Ocean is specialized in the transportation of dry bulk cargoes, with a fleet consisting of 91 vessels, with an aggregate capacity of approximately 13.7 million dwt.
On March 24, 2025, CMB.TECH NV announced that it has signed an agreement with Mitsui O.S.K. Lines, Ltd. (“MOL”). Three ammonia-fitted 210.000 dwt Newcastlemax bulk carriers currently on order at Qingdao Beihai Shipyard will be jointly owned by CMB.TECH and MOL and chartered to MOL for a period of 12 years each.
2024 demand and supply
Following a challenging year for the dry bulk sector in 2023, Cape rates experienced several significant rallies in 2024, surpassing $30,000 per day during peak periods. Bocimar’s Newcastlemax vessels averaged a strong $30,600 per day for the year 2024, reflecting a recovery in market dynamics. The driving force behind the Cape market's performance was sustained Chinese demand for iron ore, with imports increasing by nearly 5% year-over-year.
Despite this uptick in iron ore imports, Chinese steel production declined by 3.0% in 2024. This contraction was driven by a sluggish domestic economy and weak internal demand, resulting in a 22.0% surge in steel exports. The dynamics of the Cape market, particularly the fluctuations in fourth quarter of 2024, can be attributed to the spread between imported and domestic iron ore prices. In the third quarter, domestic Chinese iron ore prices averaged $114 per ton, compared to the landed cost of imported iron ore at $104 per ton. This $10 per ton differential spurred a significant increase in imports, which in turn propelled Cape rates higher, counter to typical seasonal trends. However, as this price spread narrowed in the fourth quarter, spot iron ore volumes pulled back, leading to a decline in Cape rates. Several additional factors contributed to the softer Newcastlemax market in the fourth quarter. Persistent fleet growth at approximately 3.0% annually, sluggish demand outside of China, reduced port congestion, heavy rain in Brazil and a plateau in ton-mile growth collectively weighed on market performance.
2024 also marked a pivotal development with the final investment decision ("FID") for the Simandou Project in Guinea. This significant iron ore mining project is slated to commence production by late 2025, with a ramp-up phase extending over 30 months to reach an annualized capacity of 120 million tons. Over recent years, bauxite exports from West Africa to China have surged, contributing to the evolving dynamics of the dry bulk market. Historically, long-haul voyages from Brazil to China were a key driver of higher dry bulk rates. The rise in West African trade has provided an additional buffer, supporting market rates. West Africa Cape loadings made up less than 30.0% of Cape loadings in Brazil in 2021. Since then, West Africa Cape loadings have risen significantly. West Africa loadings now equate to 55.0% of those loadings in Brazil.
[1] Own data analysis basis Clarksons SIN, Morgan Stanley, Jefferies, Arrow, Rio Tinto
Delphis: Container Vessels [1]
The Delphis fleet includes the following container vessels: (i) four container vessels of 6,000 twenty-foot equivalent units ("TEU") with ammonia ready engines (2024 deliveries: CMA CGM Zingaro, CMA CGM Etosha, CMA CGM Dolomites) and (ii) one container vessel of 1,400 TEU that is a newbuilding under construction (currently expected to be delivered in 2026 at shipyard Qingdao Yangfan Shipbuilding) fitted with a dual fuel ammonia engine.
Delphis’ newbuilding program, conducted under favorable long-term charter contracts with CMA-CGM (6,000 TEU on ten-year TC) and Yara/OCL (1,400 TEU on 15-year TC), underscores the Company’s commitment to modernization and sustainability. The 1,400 TEU will be the world’s first dual fuel ammonia container vessel, reflecting Delphis’ dedication to future proofing the fleet amidst evolving regulatory landscapes.
Over the year 2024, the container vessel supply stood at 30.9 million TEU (~ approximately 11.0%). The overall container order book to fleet increased to 27.0% – yet – the 3,000-6,000 TEU segment OB/F stood only at 6.4%. The container vessel overall average age stood at 13.78 years – and 13.99 years for the 6,000-7,999 TEU category.
2024 demand and supply
The container shipping sector experienced one of its strongest years in 2024, surpassed only by the extraordinary post-COVID years of 2021 and 2022. Following a challenging 2023, characterized by significant retailer de-stocking and the initial impact of a substantial wave of newbuild deliveries, expectations for 2024 were initially bearish. However, the year took an unexpected turn due to geopolitical disruptions.
In late December 2023, a series of Houthi attacks in the Red Sea prompted widespread route diversions by ocean carriers. This shift resulted in approximately 90.0% of Red Sea vessel capacity being rerouted around the longer Cape of Good Hope route, impacting over 700 vessels. Given that the Red Sea traditionally accounts for more than 20.0% of container ship trade, this diversion effectively removed over 12.0% of the fleet's capacity from regular operations.
Despite the influx of new vessel deliveries, which saw an 11.0% increase in 2024, these capacity reductions were more than compensated by a robust 6.0% growth in trade volumes, particularly along mainline routes and trades between Asia and developing economies. This led to an average estimated capacity utilization of 88.0% for the year. Without the Red Sea diversions, utilization would have been significantly lower, closer to 75.0%. The resulting TEU-mile growth for 2024 was a remarkable 17.7% year-over-year.
The strong freight rate environment throughout 2024 encouraged ocean carriers to secure longer-term charters. The average charter duration more than doubled to 22 months by mid-2024, compared to 10 months during the previous 18-month period. Additionally, three-year term rates for 6,500 TEU vessels surged to $50,000 per day from $20,000 per day over the past year. This strategic shift allowed shipowners to significantly extend their revenue backlogs and enhance the quality of their earnings.
[1] Own data analysis basis Clarksons SIN, Jefferies
Bochem: Chemical Tankers [1]
During 2024, Bochem took delivery of four 25,000 dwt stainless chemical tankers (Bochem Casablanca, Bochem Shanghai, Bochem New Orleans and Bochem Brisbane) – bringing the fleet to six 25,000 dwt stainless ammonia ready chemical tankers on the water. Further fleet expansion with two 25,000 dwt ammonia ready stainless steel chemical tankers to be delivered by the fourth quarter of 2025 by the China Merchants Jinling Shipyard, two dual fuel fitted 17,000 dwt bitumen carriers by the fourth quarter of 2026 by the China Merchants Jinling Shipyard. On March 24, 2025, CMB.TECH NV announced that it has signed an agreement with MOL CHEMICAL TANKERS PTE. LTD. (“MOLCT”) for six chemical tankers - two ammonia-fitted and four ammonia-ready - chartered to MOLCT for 10 and 7 years each respectively. The four 25,000 dwt ammonia ready stainless steel chemical tankers to be delivered in 2028 by the shipyard: China Merchants Jinling Shipyard, and two 26,000 dwt ammonia fitted stainless steel chemical tankers to be delivered by in 2029 (shipyard: China Merchants Jinling Shipyard).
Two chemical tankers operate on spot in the STJS Pool, twelve chemical tankers have long-term time charter contracts (seven-year TC and ten-year TC) and two bitumen carriers have long-term time charter contracts (ten-year TC).
Total chemical seaborne trade in 2024 experienced a modest increase, rising from 382 million tons to 386 million tons, reflecting a 1.0% year-over-year growth. Ton-mile growth was more pronounced, expanding by 3.5% as trade routes rerouted away from the Red Sea, contributing to increased demand for shipping capacity. The order book for new-building stainless steel chemical tankers saw further growth, reaching 203 vessels, representing an OB/F ratio of 12.7%. Despite this uptick in orders, the fleet faces significant challenges due to its rapidly aging profile. Deliveries of new vessels remain limited, with only 111 expected to be delivered as of 2026 or later.
In terms of asset valuations, a comparative analysis of J19 tankers—considered the 'workhorses' of the chemical trade—and Medium Range (MR) tanker values reveals that chemical tanker valuations are aligned with their historical multiple relative to MR values. This alignment suggests that, despite current market dynamics, the pricing of chemical tankers remains consistent with long-term historical trends, providing a measure of stability in asset valuation.
2024 demand and supply
Global chemical production grew by 2.7% in 2024 (compared to 1.7% in 2023). In Europe and the United States, production stabilized at respectively approximately 0.8% and approximately 1.0% in 2024. Asian Emerging Markets at approximately 3.2% and China at approximately 4.0%.
The chemical tanker sector maintained its strong performance throughout 2024, despite experiencing some easing in market conditions during the second half of the year. The one-year time charter rate for a 19,999 dwt vessel averaged $20,771 per day, which was 36.7% above the ten-year trend. This significant premium underlines the robust demand for chemical tankers over the past year.
In the first half of 2024 freight rates increased to record levels, driven by a combination of factors. Disruptions in the Red Sea region created logistical challenges that tightened the supply of available vessels, while strong market conditions in the clean petroleum products "(CPP") sector further bolstered demand for chemical tankers (aligning closely with global gross domestic product ("GDP") growth). Additionally, limited fleet growth contributed to the tight supply-demand balance, providing further support for elevated freight rates. During 2024, the Panama Canal operations went back to normal.
By the second half of 2024, the share of seaborne chemicals transported by product tankers increased from 9.0% to 16.0% - resulting in a weaker than anticipated second half of the year. In addition, Red Sea disruption was reduced as Asia Pacific players have stepped into impacted trades to fill the voids. Hence, winter chemical tanker market seasonality disappointed with spot markets remaining subdued throughout the second half of 2024.
[1] Own data analysis basis Clarksons SIN, BASF
Windcat: Offshore Wind Vessels [1]
During 2024, two CTVs were delivered to us: TSM Windcat 56 and Windcat 57. Windcat 57 and all future newbuild MK5 vessels, are fitted with a dual fuel hydrogen engine on board as standard. These engines are co-developed by MAN and CMB.TECH. The vessels are being delivered with CMB.TECH’s full hydrogen system installed, capable of carrying up to 458kg of compressed hydrogen.
In addition, eight CTVs are on order (TSM Windcat 59, Hydrocat 58, Hydrocat 60, Windcat 63, FRS Windcat 61, FRS Windcat 62, FRS Windcat 64 and FRS Windcat 65). Next to the CTVs, six CSOVs are on order (Ha Long Shipbuilding) with deliveries scheduled from the second quarter of 2025 through the first quarter of 2027. The “Elevation Series” CSOVs have been designed by Damen Shipyards Hai Long Bay ("Damen") in cooperation with Windcat and CMB.TECH. The result is a new design with increased capabilities and flexibility compared to existing vessels. The vessels are 87 meters long, 20 meters wide, can accommodate 120 people on board and will be powered by hydrogen.
European newbuild orders for CSOVs reached eight speculative orders in 2024 (2023: 20) and 35 CTV orders in 2024 (2023: 81). Most new vessel orders were for European "spec" assets, highlighting the oversupply in the Chinese market. All these new orders include battery integration and/or designs for dual fuel capability using methanol or hydrogen.
The overall global offshore wind fleet stood at 1,600 vessels with an order book of 234 vessels, resulting in an order book to fleet ratio of 14.6% (18.3% in 2023). More specifically, the Walk-to-Work ("W2W") market (Walk-to-Work fleet that includes CSOVs) reached 109 vessels with an order book of 56 (order book to fleet ratio 51.3%), and the CTV market reached 683 vessels with an order book of 110 (order book to fleet ratio of 16.1%).
2024 demand and supply
The offshore wind sector continued its robust growth in 2024, with global active capacity expanding by 9.0%, adding 6.5 gigawatt ("GW") to reach a total of 76.7GW. Notably, 39GW of the total active capacity is outside of China (2024 outside China growth of 4.7 GW). A further approximately 50GW was under construction, representing the largest total on record. This growth underlines the sector’s steady progress, now accounting for 0.4% of the global energy supply, up from 0.1% in 2014. The number of operational wind farms reached 333 globally, with 190 located outside China. The total number of turbines stands at 13,943, of which 7,269 are outside China. The internationalization of the industry is evident, with active projects spanning 20 countries, up from 13 countries in 2014.
Global investment in new offshore wind projects saw a mixed performance in 2024, with Capital Expenditure ("CAPEX") commitments falling by 35.0% from 2023 to $37.7 billion. Europe saw a sharper decline, with investments down 50.0% to $8.1 billion. Despite high costs, some inflationary pressures eased. The sector faced varied government and financial market support across different regions, emphasizing the importance of project economics. Enthusiasm for floating wind projects cooled.
The European 'wind' vessel market remained robust, particularly during the summer months. The European CSOV market was effectively fully utilized in the summer – further growing year-over-year. The overall CTV demand continues to rise year-over-year when looking at the monthly CTV activity. Charter rates for CTVs and CSOVs increased by approximately 10.0% and 17.0% year-over-year, respectively.
In addition, on numerous occasions this year, W2W owners walked away from W2W charters in the renewables space to seek traditional work scopes and ultimately chase the healthy rates and term contract deals in offshore oil and gas industry.
[1] Own data analysis basis Clarksons SIN/RIN, TGS 4C Offshore, CSO Shipbrokers
Port Vessels
Our other marine division encompasses two ferries, Hydroville and Hydrobingo, and a 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 2022-2023, 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. In the first quarter of 2025, CMB.TECH ordered a newbuild hydrogen powered (dual fuel) multifunctional port utility vessel ("MPHUV") to be delivered by Neptune Construction shipyard.
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 increasing concerns about climate change, demand for dual fuel hydrogen tugboats is also growing worldwide. These vessels have the potential to revolutionize port operations, aligning with emission reduction goals and regulatory mandates.
II. CMB.TECH Industry division
The H2 Industry division develops, tests and implements hydrogen- and ammonia- powered combustion engines for various industries, including marine, trucking, ports, mining, rail and power generation. Our advanced technology is built on existing diesel engines which are converted into dual fuel with the support of the OEM. These new platforms provide flexibility and cost-effectiveness while being able to run on a zero-carbon fuel.
We offer high-speed engines for smaller-scale applications, medium-speed engines for marine and heavy-duty use, and low-speed engines for seagoing vessels. Unlike traditional fuel cell applications, our dual fuel technology provides a practical and versatile alternative, ideally suited for the demanding requirements of industrial settings.
Moreover, the rapid refueling capability of hydrogen gives our technology a key advantage over electric fast charging, which can be difficult to implement in remote locations or at the edges of the power grid, such as in ports. Beyond its dual fuel engine platform, H2 Industry has also developed several hydrogen subsystems, now available through partners who manage both distribution and aftermarket services. These include standardized H2 storage solutions, H2 bunkering technology and H2 control systems.
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 hydrogen 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 Rubber-Tyred Gantry ("RTG") and reach stacker projects are already underway.
Dual fuel hydrogen-diesel locomotives
In port areas and remote regions where full railway electrification is challenging, our dual fuel hydrogen-diesel locomotives provide a viable solution. Our combustion technology enables the repowering of existing locomotives by integrating zero-emission technology with minimal engineering modifications, ensuring both robustness and simplicity.
To demonstrate the potential for sustainable long-haul transport, we have acquired a diesel locomotive and are equipping it with a "V12 BeHydro" medium-speed engine, enabling dual fuel operation with green hydrogen. The compressed hydrogen storage system will be installed in a standardized 20-foot container, supplying the locomotive via a fuel tender.
Hydrogen-powered gensets (dual-fuel and monofuel)
Since 2018, we have deployed mono- and dual-fuel generator sets to power various events and have partnered with companies such as Europower Generators BV ("e-power") and DBR B.V. ("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 alternative maritime power. 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.
Partnerships
We collaborate with a wide range of OEMS to develop our engines and applications, including the following:
–BeHydro is a 50/50 joint venture between CMB.TECH and Anglo Belgian Corporation NV, located in Ghent, Belgium. BeHydro 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;
–We collaborate with AB Volvo Penta for the development of hydrogen-powered solutions for land-based and maritime applications;
–we collaborate with MAN Truck & Bus SE for the development of high-speed dual fuel engines for both land-based and maritime applications;
–CMB.TECH and Ford Otosan have a partnership to convert Ford F-Max trucks to dual fuel hydrogen trucks;
–CMB.TECH and Winterthur Gas & Diesel Ltd. have a co-development agreement for large two stroke ammonia-fueled engines.
III. CMB.TECH H2 Infra division
In line with our commitment to sustainable energy solutions, the H2 Infra division of 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-2025 for hydrogen production and refueling, with ammonia production targeted for completion by the end of 2026.
Phase 1: small-scale green H2/NH3 by Cleanergy Solutions Namibia
Phase 1 is performed by Cleanergy Solutions Namibia, a 49% joint venture 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 at Farm 58 near the port of Walvis Bay (Namibia), accompanied by a hydrogen refueling station. The hydrogen production infrastructure will be realized first, including a 5 megawatt ("MW") solar park, a 5MW electrolyser and a 5.9MWh battery energy storage system. When this is fully operational, an additional 5MW electrolyser, 4 metric tons per day ammonia plant and solar park (8MWp) will be added to the site to produce ammonia. The total anticipated hydrogen production is estimated around 500 tons per year. The ammonia plant will have 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.
Currently, the construction of the hydrogen production plant is almost finalized, which will be followed by the commissioning phase. The Front-End Engineering Design ("FEED") for ammonia production is ongoing and expected to be finalized by the second quarter of 2025. We anticipate the hydrogen production and refueling station to be operational by mid 2025, with ammonia production targeted for completion by the end of 2026. The total investment for this phase is estimated at $60 million.
Phase 2: NH3 storage and bunkering facility
In the second phase, we intend to establish an import/export ammonia terminal with bunkering facilities and a storage capacity of 55,000 tons. This terminal, integrated into the existing jetty operated by Namcor, will serve as a 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. The FEED has been finalized, and a non-binding memorandum of understanding ("MOU") was signed with Namcor for the existing jetty. We anticipate operational readiness by 2028. The terminal will be located in the North Port of Walvis Bay, with an option agreement received from Namport for an area of 15 hectares. The estimated capital expenditure for this phase is $200 million.
Phase 3: PV2Fuel: NH3 production
In the third phase, we intend to embark on an ambitious effort to establish industrial-scale green ammonia production facilities. This phase includes the development of a 900 megawatt-peak ("MWp") solar park to power a 500MW electrolyser, with an anticipated annual production of 200,000 tons of ammonia as the initial building block. Once the design is validated and the first facility operates successfully, additional building blocks can be added, positioning Namibia as a leading hub for low-cost green ammonia production.
Our overarching goals include securing long-term availability of green ammonia at low cost, acquiring knowledge on green NH3 production costs for future off take agreements, and facilitating the upscaling of similar projects to support the global demand for clean fuels. The FEED engineering is ongoing and an ammonia licensor has been selected as ammonia licensor. Operational readiness for this phase is targeted for 2030. 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 electrolyser will play a crucial role in driving down the levelized cost of ammonia, with expectations of significant cost reductions in the near future. As production scales further, green ammonia is set to become cost-competitive with blue and grey ammonia, accelerating the global transition to sustainable energy solutions. With abundant sunlight throughout the year, vast areas of suitable land and a strategic proximity to a major harbor for export, Namibia is well-positioned to become a global leader in supplying energy-intensive industries with clean fuels.
Our Fleet
Set forth below is certain information regarding our fleet as of April 1, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Daishan |
|
VLCC |
|
306,005 |
|
2007 |
|
Daewoo |
|
|
|
Time Charter |
|
|
| Dalma |
|
VLCC |
|
306,543 |
|
2007 |
|
Daewoo |
|
|
|
TI Pool |
|
|
| Hakata |
|
VLCC |
|
302,550 |
|
2010 |
|
Universal |
|
|
|
TI Pool |
|
|
| Hakone |
|
VLCC |
|
302,624 |
|
2010 |
|
Universal |
|
|
|
TI Pool |
|
|
| Hirado |
|
VLCC |
|
302,550 |
|
2011 |
|
Universal |
|
|
|
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 |
|
|
|
Time Charter |
|
|
| 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 | # |
|
5,559,655 |
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sienna |
|
Suezmax |
|
150,205 |
|
2007 |
|
Universal |
|
|
|
Spot |
|
|
| Cap Theodora |
|
Suezmax |
|
158,819 |
|
2008 |
|
Samsung |
|
|
|
Spot |
|
|
| Fraternity |
|
Suezmax |
|
157,714 |
|
2009 |
|
Samsung |
|
|
|
Time Charter |
|
|
| 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 |
|
|
|
Time Charter |
|
|
| Cap Pembroke |
|
Suezmax |
|
158,826 |
|
2018 |
|
Hyundai |
|
|
|
Time Charter |
|
|
| Cap Port Arthur |
|
Suezmax |
|
156,600 |
|
2018 |
|
Hyundai |
|
|
|
Time Charter |
|
|
| Cap Quebec |
|
Suezmax |
|
156,600 |
|
2018 |
|
Hyundai |
|
|
|
Time Charter |
|
|
| Cedar |
|
Suezmax |
|
157,310 |
|
2022 |
|
Daehan |
|
|
|
Spot |
|
|
| Cypres |
|
Suezmax |
|
157,310 |
|
2022 |
|
Daehan |
|
|
|
Spot |
|
|
| Brest |
|
Suezmax |
|
156,851 |
|
2023 |
|
Hyundai |
|
|
|
Spot |
|
|
| Brugge |
|
Suezmax |
|
156,851 |
|
2023 |
|
Hyundai |
|
|
|
Spot |
|
|
| Bristol |
|
Suezmax |
|
156,851 |
|
2024 |
|
Hyundai |
|
|
|
Spot |
|
|
| Helios |
|
Suezmax |
|
156,790 |
|
2024 |
|
DH Shipbuilding |
|
|
|
Time Charter |
|
|
| Orion |
|
Suezmax |
|
156,790 |
|
2024 |
|
DH Shipbuilding |
|
|
|
Spot |
|
|
| H5105 |
|
Suezmax |
|
156,000 |
|
2026 |
|
DH Shipbuilding |
|
|
|
Time Charter |
|
|
| H5106 |
|
Suezmax |
|
156,000 |
|
2026 |
|
DH Shipbuilding |
|
|
|
Time Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SUEZMAX | Total dwt | # |
|
3,151,288 |
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| FSO Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FSO Africa |
|
FSO |
|
432,023 |
|
2002 |
|
Daewoo |
|
|
|
Service Contract |
|
|
| FSO Asia |
|
FSO |
|
432,023 |
|
2002 |
|
Daewoo |
|
|
|
Service Contract |
|
|
| FSO | Total dwt | # |
|
864,046 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Gross Tons |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hydrotug |
|
Tugboat |
|
496 |
|
2022 |
|
Armon |
|
|
|
Time Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TUGBOAT | Total dwt | # |
|
496 |
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Gross Tons |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MPH2UV |
|
MHUV 2010 |
|
150 |
|
2025 |
|
Neptune |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| MHUV 2010 | Total dwt | # |
|
150 |
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Hydroville |
|
Ferry |
|
15 |
|
2017 |
|
BW Seacat |
|
|
|
Demonstration vessel |
|
|
| Hydrobingo* |
|
Ferry |
|
19 |
|
2021 |
|
Tsuneishi |
|
|
|
Commerial ferry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| FERRY | Total dwt | # |
|
34 |
|
|
|
|
2 |
|
|
|
|
|
|
* 50% owned vessel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 552205 |
|
CSOV |
|
2,000 |
|
2025 |
|
Damen |
|
|
|
Short term Time Charter |
|
|
| 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 |
|
|
| 552210 |
|
CSOV |
|
2,000 |
|
2026 |
|
Damen |
|
|
|
Spot |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CSOV | Total dwt | # |
|
12,000 |
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CMA CGM Masai Mara |
|
Container |
|
75,830 |
|
2023 |
|
Yangfan |
|
|
|
Time Charter |
|
|
| CMA CGM Zingaro |
|
Container |
|
75,830 |
|
2024 |
|
Yangfan |
|
|
|
Time Charter |
|
|
| CMA CGM Etosha |
|
Container |
|
77,000 |
|
2024 |
|
Yangfan |
|
|
|
Time Charter |
|
|
| CMA CGM Dolomites |
|
Container |
|
77,000 |
|
2024 |
|
Yangfan |
|
|
|
Time Charter |
|
|
| Yara Eyde |
|
Container |
|
1400 TEU |
|
2026 |
|
Yangfan |
|
|
|
Time Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CONTAINER | Total dwt | # |
|
305,660 |
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bochem Houston |
|
Chemical |
|
26,000 |
|
2023 |
|
CMJL Dingheng |
|
|
|
STJS |
|
|
| Bochem Rotterdam |
|
Chemical |
|
26,000 |
|
2023 |
|
CMJL Dingheng |
|
|
|
STJS |
|
|
| Bochem Casablanca |
|
Chemical |
|
25,000 |
|
2024 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| Bochem Shanghai |
|
Chemical |
|
25,000 |
|
2024 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| Bochem New Orleans |
|
Chemical |
|
25,000 |
|
2024 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| Bochem Brisbane |
|
Chemical |
|
25,000 |
|
2024 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0121 |
|
Chemical |
|
25,000 |
|
2025 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0122 |
|
Chemical |
|
25,000 |
|
2026 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0189 |
|
Chemical |
|
25,000 |
|
2028 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0190 |
|
Chemical |
|
25,000 |
|
2028 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0191 |
|
Chemical |
|
25,000 |
|
2028 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0192 |
|
Chemical |
|
25,000 |
|
2028 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0193 |
|
Chemical |
|
26,000 |
|
2029 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| CMYZ0194 |
|
Chemical |
|
26,000 |
|
2029 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CHEMICAL | Total dwt | # |
|
354,000 |
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Product Tanker CMJL #1 |
|
Product Tanker |
|
17,000 |
|
2026 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
| Product Tanker CMJL #2 |
|
Product Tanker |
|
17,000 |
|
2026 |
|
CMJL Dingheng |
|
|
|
Time Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PRODUCT TANKER | Total dwt | # |
|
34,000 |
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Mineral Belgie |
|
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 |
|
|
| Mineral Deutschland |
|
Newcastlemax |
|
210,000 |
|
2024 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| Mineral Italia |
|
Newcastlemax |
|
210,000 |
|
2024 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| Mineral Eire |
|
Newcastlemax |
|
210,000 |
|
2024 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| Mineral Espana |
|
Newcastlemax |
|
210,000 |
|
2024 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| Mineral Danmark |
|
Newcastlemax |
|
210,000 |
|
2024 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| Mineral Hellas |
|
Newcastlemax |
|
210,000 |
|
2024 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| Mineral Portugal |
|
Newcastlemax |
|
210,000 |
|
2025 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| BC210K-43 |
|
Newcastlemax |
|
210,000 |
|
2025 |
|
Qingdao Beihai |
|
|
|
|
|
|
| BC210K-44 |
|
Newcastlemax |
|
210,000 |
|
2025 |
|
Qingdao Beihai |
|
|
|
|
|
|
| BC210K-45 |
|
Newcastlemax |
|
210,000 |
|
2025 |
|
Qingdao Beihai |
|
|
|
|
|
|
| Mineral Osterreich |
|
Newcastlemax |
|
210,000 |
|
2025 |
|
Qingdao Beihai |
|
|
|
Spot |
|
|
| BC210K-49 |
|
Newcastlemax |
|
210,000 |
|
2025 |
|
Qingdao Beihai |
|
|
|
|
|
|
| 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 |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment (2) |
|
|
Owned Vessels
(Golden Ocean)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Golden Scape |
|
Newcastlemax |
|
211,112 |
|
2016 |
|
Bohai |
|
|
|
Index linked time charter |
|
|
| Golden Swift |
|
Newcastlemax |
|
211,135 |
|
2016 |
|
Bohai |
|
|
|
Index linked time charter |
|
|
| Golden Walcott |
|
Newcastlemax |
|
207,999 |
|
2017 |
|
Dalian |
|
|
|
Time Charter |
|
|
| Golden Champion |
|
Newcastlemax |
|
208,391 |
|
2019 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Coral |
|
Newcastlemax |
|
208,400 |
|
2019 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Comfort |
|
Newcastlemax |
|
208,385 |
|
2020 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Competence |
|
Newcastlemax |
|
208,397 |
|
2020 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Confidence |
|
Newcastlemax |
|
208,399 |
|
2020 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Courage |
|
Newcastlemax |
|
208,395 |
|
2020 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Duke |
|
Newcastlemax |
|
207,999 |
|
2020 |
|
NTS |
|
|
|
Time Charter |
|
|
| Golden Earl |
|
Newcastlemax |
|
207,999 |
|
2020 |
|
NTS |
|
|
|
Time Charter |
|
|
| Golden Emerald |
|
Newcastlemax |
|
207,999 |
|
2020 |
|
NTS |
|
|
|
Time Charter |
|
|
| Golden Saint |
|
Newcastlemax |
|
211,138 |
|
2020 |
|
Bohai |
|
|
|
Spot |
|
|
| Golden Skies |
|
Newcastlemax |
|
210,896 |
|
2020 |
|
Bohai |
|
|
|
Index linked time charter |
|
|
| Golden Spirit |
|
Newcastlemax |
|
210,866 |
|
2020 |
|
Bohai |
|
|
|
Index linked time charter |
|
|
| Golden Aquamarine |
|
Newcastlemax |
|
207,999 |
|
2021 |
|
NTS |
|
|
|
Time Charter |
|
|
| Golden Sapphire |
|
Newcastlemax |
|
207,999 |
|
2021 |
|
NTS |
|
|
|
Time Charter |
|
|
| Golden Spray |
|
Newcastlemax |
|
210,667 |
|
2021 |
|
Bohai |
|
|
|
Index linked time charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BULKER NEWCASTLEMAX | Total dwt | # |
|
3,764,175 |
|
|
|
|
18 |
|
|
|
|
|
|
* CMB.TECH NV acquired approximately 49.4% of Golden Ocean’s outstanding shares and votes (for more information, we refer to "ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS, B. Liquidity and capital resources, Recent developments").
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment (2) |
|
|
Owned Vessels
(Golden Ocean)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Battersea |
|
Capesize |
|
169,391 |
|
2009 |
|
DH Shipbuilding |
|
|
|
Spot |
|
|
| Belgravia |
|
Capesize |
|
169,931 |
|
2009 |
|
DH Shipbuilding |
|
|
|
Spot |
|
|
| Golden Magnum |
|
Capesize |
|
179,788 |
|
2009 |
|
Daewoo |
|
|
|
Spot |
|
|
| Golden Beijing |
|
Capesize |
|
175,820 |
|
2010 |
|
JHI |
|
|
|
Spot |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Golden Future |
|
Capesize |
|
175,861 |
|
2010 |
|
JHI |
|
|
|
Spot |
|
|
| Golden Zhejiang |
|
Capesize |
|
175,837 |
|
2010 |
|
JHI |
|
|
|
Spot |
|
|
| Golden Myrtalia |
|
Capesize |
|
177,979 |
|
2011 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| Golden Zhoushan |
|
Capesize |
|
175,853 |
|
2011 |
|
JHI |
|
|
|
Spot |
|
|
| KSL China |
|
Capesize |
|
179,109 |
|
2013 |
|
Orient |
|
|
|
Index linked time charter |
|
|
| Golden Anastasia |
|
Capesize |
|
179,189 |
|
2014 |
|
Sungdong SB |
|
|
|
Spot |
|
|
| Golden Houston |
|
Capesize |
|
181,214 |
|
2014 |
|
Imabari |
|
|
|
Spot |
|
|
| Golden Kaki |
|
Capesize |
|
180,600 |
|
2014 |
|
Imabari |
|
|
|
Spot |
|
|
| KSL Salvador |
|
Capesize |
|
180,958 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| KSL San Francisco |
|
Capesize |
|
181,066 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| KSL Santiago |
|
Capesize |
|
181,020 |
|
2014 |
|
SWS |
|
|
|
Spot |
|
|
| KSL Santos |
|
Capesize |
|
181,055 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| KSL Sapporo |
|
Capesize |
|
180,960 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| KSL Seattle |
|
Capesize |
|
181,015 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| KSL Singapore |
|
Capesize |
|
181,062 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| KSL Sydney |
|
Capesize |
|
181,009 |
|
2014 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| Golden Amreen |
|
Capesize |
|
179,337 |
|
2015 |
|
Sungdong SB |
|
|
|
Spot |
|
|
| Golden Aso |
|
Capesize |
|
182,472 |
|
2015 |
|
JMU |
|
|
|
Spot |
|
|
| Golden Finsbury |
|
Capesize |
|
182,481 |
|
2015 |
|
JMU |
|
|
|
Spot |
|
|
| Golden Kathrine |
|
Capesize |
|
182,486 |
|
2015 |
|
JMU |
|
|
|
Index linked time charter |
|
|
| KSL Sakura |
|
Capesize |
|
181,062 |
|
2015 |
|
SWS |
|
|
|
Spot |
|
|
| KSL Seoul |
|
Capesize |
|
181,010 |
|
2015 |
|
SWS |
|
|
|
Spot |
|
|
| KSL Seville |
|
Capesize |
|
181,003 |
|
2015 |
|
SWS |
|
|
|
Spot |
|
|
| KSL Stockholm |
|
Capesize |
|
181,043 |
|
2015 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| Golden Barnet |
|
Capesize |
|
180,355 |
|
2016 |
|
DH Shipbuilding |
|
|
|
Index linked time charter |
|
|
| Golden Behike |
|
Capesize |
|
180,491 |
|
2016 |
|
DH Shipbuilding |
|
|
|
Index linked time charter |
|
|
| Golden Bexley |
|
Capesize |
|
180,229 |
|
2016 |
|
DH Shipbuilding |
|
|
|
Index linked time charter |
|
|
| Golden Fulham |
|
Capesize |
|
182,610 |
|
2016 |
|
JMU |
|
|
|
Index linked time charter |
|
|
| Golden Monterrey |
|
Capesize |
|
180,513 |
|
2016 |
|
DH Shipbuilding |
|
|
|
Index linked time charter |
|
|
| Golden Nimbus |
|
Capesize |
|
180,503 |
|
2017 |
|
NTS |
|
|
|
Index linked time charter |
|
|
| Golden Savannah |
|
Capesize |
|
181,044 |
|
2017 |
|
SWS |
|
|
|
Spot |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Golden Surabaya |
|
Capesize |
|
181,046 |
|
2017 |
|
SWS |
|
|
|
Index linked time charter |
|
|
| Golden Arcus |
|
Capesize |
|
180,478 |
|
2018 |
|
NTS |
|
|
|
Index linked time charter |
|
|
| Golden Calvus |
|
Capesize |
|
180,521 |
|
2018 |
|
NTS |
|
|
|
Index linked time charter |
|
|
| Golden Cirrus |
|
Capesize |
|
180,487 |
|
2018 |
|
NTS |
|
|
|
Spot |
|
|
| Golden Cumulus |
|
Capesize |
|
180,499 |
|
2018 |
|
NTS |
|
|
|
Index linked time charter |
|
|
| Golden Incus |
|
Capesize |
|
180,512 |
|
2018 |
|
NTS |
|
|
|
Index linked time charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BULKER CAPESIZE | Total dwt | # |
|
7,368,899 |
|
|
|
|
41 |
|
|
|
|
|
|
* CMB.TECH NV acquired approximately 49.4% of Golden Ocean’s outstanding shares and votes (for more information, we refer to "ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS, B. Liquidity and capital resources, Recent developments").
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment (2) |
|
|
Owned Vessels
(Golden Ocean)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Golden Arion |
|
Kamsarmax |
|
82,188 |
|
2011 |
|
Tsuneishi |
|
|
|
Spot |
|
|
| Golden Ioanari |
|
Kamsarmax |
|
81,827 |
|
2011 |
|
Hyundai |
|
|
|
Spot |
|
|
| Golden Jake |
|
Kamsarmax |
|
82,188 |
|
2011 |
|
Tsuneishi |
|
|
|
Spot |
|
|
| Golden Daisy |
|
Kamsarmax |
|
81,507 |
|
2012 |
|
SPP |
|
|
|
Spot |
|
|
| Golden Ginger |
|
Kamsarmax |
|
81,487 |
|
2012 |
|
SPP |
|
|
|
Spot |
|
|
| Golden Keen |
|
Kamsarmax |
|
81,586 |
|
2012 |
|
Hyundai |
|
|
|
Spot |
|
|
| Golden Rose |
|
Kamsarmax |
|
81,585 |
|
2012 |
|
SPP |
|
|
|
Spot |
|
|
| Golden Sue |
|
Kamsarmax |
|
84,943 |
|
2013 |
|
Sasebo |
|
|
|
Time Charter |
|
|
| Golden Deb |
|
Kamsarmax |
|
84,970 |
|
2014 |
|
Sasebo |
|
|
|
Time Charter |
|
|
| Golden Kennedy |
|
Kamsarmax |
|
84,978 |
|
2015 |
|
Sasebo |
|
|
|
Spot |
|
|
| Golden Fellow |
|
Kamsarmax |
|
81,135 |
|
2020 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Fortune |
|
Kamsarmax |
|
81,210 |
|
2020 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Forward |
|
Kamsarmax |
|
81,130 |
|
2020 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Friend |
|
Kamsarmax |
|
81,206 |
|
2020 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Frost |
|
Kamsarmax |
|
80,558 |
|
2020 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Fast |
|
Kamsarmax |
|
80,573 |
|
2021 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Freeze |
|
Kamsarmax |
|
80,578 |
|
2021 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Furious |
|
Kamsarmax |
|
80,595 |
|
2021 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Grace |
|
Kamsarmax |
|
84,505 |
|
2023 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Hope |
|
Kamsarmax |
|
84,986 |
|
2023 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden John |
|
Kamsarmax |
|
84,508 |
|
2023 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Lion |
|
Kamsarmax |
|
84,967 |
|
2023 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Soul |
|
Kamsarmax |
|
84,988 |
|
2023 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Star |
|
Kamsarmax |
|
84,988 |
|
2023 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Erling |
|
Kamsarmax |
|
84,520 |
|
2024 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Faith |
|
Kamsarmax |
|
84,987 |
|
2024 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Tide |
|
Kamsarmax |
|
84,996 |
|
2024 |
|
Dalian |
|
|
|
Spot |
|
|
| Golden Wave |
|
Kamsarmax |
|
84,984 |
|
2024 |
|
Dalian |
|
|
|
Spot |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BULKER KAMSARMAX | Total dwt | # |
|
2,322,673 |
|
|
|
|
28 |
|
|
|
|
|
|
* CMB.TECH NV acquired approximately 49.4% of Golden Ocean’s outstanding shares and votes (for more information, we refer to "ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS, B. Liquidity and capital resources, Recent developments").
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment (2) |
|
|
Owned Vessels
(Golden Ocean)* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Golden Brilliant |
|
Panamax |
|
74,500 |
|
2013 |
|
Pipavav |
|
|
|
Index linked time charter |
|
|
| Golden Pearl |
|
Panamax |
|
74,300 |
|
2013 |
|
Pipavav |
|
|
|
Spot |
|
|
| Golden Amber |
|
Panamax |
|
74,754 |
|
2017 |
|
Pipavav |
|
|
|
Spot |
|
|
| Golden Opal |
|
Panamax |
|
74,232 |
|
2017 |
|
Pipavav |
|
|
|
Spot |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| BULKER PANAMAX | Total dwt | # |
|
297,786 |
|
|
|
|
4 |
|
|
|
|
|
|
* CMB.TECH NV acquired approximately 49.4% of Golden Ocean’s outstanding shares and votes (for more information, we refer to "ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS, B. Liquidity and capital resources, Recent developments").
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
| Windcat 1 |
|
CTV |
|
2004 |
|
AF Theriault |
|
|
|
To be advised |
|
|
| 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 |
|
|
|
To be advised |
|
|
| Windcat 10 |
|
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 |
|
|
|
Short term Time Charter |
|
|
| Windcat 18 |
|
CTV |
|
2009 |
|
AF Theriault |
|
|
|
Short term Time Charter |
|
|
| Windcat 20 |
|
CTV |
|
2009 |
|
D&S Woudsend |
|
|
|
To be advised |
|
|
| WC Dorothea |
|
CTV |
|
2010 |
|
South Boats |
|
|
|
Long term Time Charter |
|
|
| Windcat 21 |
|
CTV |
|
2010 |
|
AF Theriault |
|
|
|
To be advised |
|
|
| Windcat 22 |
|
CTV |
|
2010 |
|
D&S Woudsend |
|
|
|
Long term Time Charter |
|
|
| Windcat 23 |
|
CTV |
|
2010 |
|
AF Theriault |
|
|
|
To be advised |
|
|
| 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 |
|
|
|
Short term Time Charter |
|
|
| Windcat 26 |
|
CTV |
|
2011 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| Windcat 27 |
|
CTV |
|
2011 |
|
AF Theriault |
|
|
|
To be advised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Windcat 29 |
|
CTV |
|
2011 |
|
AF Theriault |
|
|
|
Short term Time Charter |
|
|
| FRS Windcat 28* |
|
CTV |
|
2012 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| Windcat 30 |
|
CTV |
|
2012 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| Windcat 31 |
|
CTV |
|
2013 |
|
D&S Woudsend |
|
|
|
Long term Time Charter |
|
|
| Windcat 32 |
|
CTV |
|
2013 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| Windcat 33 |
|
CTV |
|
2013 |
|
D&S Woudsend |
|
|
|
Long term Time Charter |
|
|
| FRS Windcat 34* |
|
CTV |
|
2013 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| FRS 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 |
|
|
| FRS Windcat 42* |
|
CTV |
|
2018 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| FRS 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 |
|
|
| Hydrocat 48 |
|
CTV |
|
2021 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| TSM Windcat 49* |
|
CTV |
|
2021 |
|
D&S Woudsend |
|
|
|
To be advised |
|
|
| TSM Windcat 52* |
|
CTV |
|
2022 |
|
Neptune |
|
|
|
To be advised |
|
|
| TSM Windcat 53* |
|
CTV |
|
2022 |
|
Neptune |
|
|
|
Short term Time Charter |
|
|
| TSM Windcat 54* |
|
CTV |
|
2022 |
|
Neptune |
|
|
|
To be advised |
|
|
| Windcat 50 |
|
CTV |
|
2022 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| Windcat 51 |
|
CTV |
|
2022 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| FRS Hydrocat 55* |
|
CTV |
|
2023 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| TSM Windcat 56* |
|
CTV |
|
2024 |
|
Neptune |
|
|
|
Short term Time Charter |
|
|
| Windcat 57 |
|
CTV |
|
2024 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| TSM Windcat 59* |
|
CTV |
|
2025 |
|
Neptune |
|
|
|
Short term Time Charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| FRS Windcat 61* |
|
CTV |
|
2025 |
|
D&S Woudsend |
|
|
|
To be advised |
|
|
| FRS Windcat 62* |
|
CTV |
|
2025 |
|
Neptune |
|
|
|
To be advised |
|
|
| Windcat 63 |
|
CTV |
|
2025 |
|
Neptune |
|
|
|
To be advised |
|
|
| FRS Windcat 64* |
|
CTV |
|
2025 |
|
D&S Woudsend |
|
|
|
To be advised |
|
|
| Hydrocat 58 |
|
CTV |
|
2025 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| Hydrocat 60 |
|
CTV |
|
2025 |
|
D&S Woudsend |
|
|
|
Short term Time Charter |
|
|
| FRS Windcat 65* |
|
CTV |
|
2026 |
|
Neptune |
|
|
|
To be advised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CTV | # |
|
|
|
61 |
|
|
|
|
|
|
* 50% owned vessel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Vessel Name |
|
Type |
|
Deadweight Tons (dwt) |
|
Year Built |
|
Shipyard (1) |
|
|
|
Type of employment |
|
|
| Owned Vessels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| DQS-02 |
|
Coaster |
|
5,000 |
|
2026 |
|
Dung Quat |
|
|
|
|
|
|
| DQS-04 |
|
Coaster |
|
5,000 |
|
2026 |
|
Dung Quat |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COASTER | Total dwt | # |
|
10,000 |
|
|
|
|
2 |
|
|
|
|
|
|
(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. (DSME), "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., "Damen" refers to Damen Shipyards Hai Long Bay, "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, "Bohai" refers to Bohai Shipbuilding Heavy Industry Co. Ltd., "JHI" refers to Jinhai Heavy Industry Co. Ltd., "SWS" refers to Shanghai Waigaoqiao Shipbuilding Co., Ltd., "Orient" refers to Orient Shipyard Co.,Ltd., "Sungdon SB" refers to HSG Sungdong Shipbuilding Co. Ltd., "Imabari" refers to Imabari Shipbuilding Co., Ltd. "SPP" refers to SPP Shipbuilding Co., Ltd., "Sasebo" refers to Sasebo Heavy Industries Co., Ltd., "Pipavav" refers to Pipavav shipyard Ltd.
(2)Index linked time charter: in a time charter the rate is fixed, an Index-linked time charter has a variable rate that depends on an agreed index.
Employment of our fleet
Our crude oil tanker fleet is employed 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. Our dry-bulk fleet is employed under spot market voyage fixtures. The container fleet is operated under time charters. The chemical tanker fleet is a mixture of spot market voyage fixtures, including through the STJS Pool and time charters. The CTV fleet operates under a mixture of spot market voyage fixtures and time carter fixtures.
For 2025, we currently expect our fleet will have approximately 21,696 available days for hire, we expect 75.0% of our fleet to be available to be employed on the spot market, either directly or through the TI Pool/STJS Pool, and we expect 25.0% of our fleet to be available to be employed on TCs.
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 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 charter rates. As of April 1, 2025, we had employed 39 of our vessels in the spot market (23 Euronav, 12 Bocimar, two Bochem, two Other).
Tankers International Pool
We principally employ and commercially manage our 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 (the "Pool Participants"), to gain economies of scale, obtain increased cargo, flow of information, logistical efficiency and greater vessel utilization. As of April 1, 2025, the TI Pool was comprised of 31 vessels, including 11 of our VLCCs.
By pooling our VLCCs with those of other shipowners, we are 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 ("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 ("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 TI 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.
The structure of the TI Pool allows it to arrange for 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 ("TUKA"), of which we own 50% of the outstanding voting shares, is the manager of the TI 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.
Stolt Tankers Pool
The STJS Pool, operates under four key principles: Trust, Transparency, Performance and Winning Together. The STJS Pool encompasses various sub-pools and includes five pool partners all committed to long-term collaboration. The STJS Pool's structure is designed for sustained partnerships rather than temporary vessel parking. The mission of Stolt Tankers and the STJS Pool is to “deliver good chemistry to our stakeholders and customers through collaboration for flexible and personalized solutions”.
The STJS Pool currently manages three primary sub-pools. The 25,000 dwt sub-pool includes 27 vessels. The other two sub-pools are the 33,000 dwt Pool and the +35,000 dwt Pool. All vessels within these pools are equipped with stainless steel tanks. Traditionally, 50-60% of available days are committed to COAs, which are generally renewed annually. On April 1 2025, the STJS Pool fleet comprised 81 vessels. Each vessel in the STJS Pool is allocated an earnings factor determined by several criteria, including dwt, Cubic capacity, number of segregations, speed and consumption, nitrogen capability, Propylene Oxide ("PO") capacity, age, heating temperature, and bow thruster capability.
Vessels join the STJS Pool under specific Entry Agreements, which reference the general STJS Pooling Agreement and a specific Charter Party. The performance of the STJS Pool manager, Stolt, is incentivized through a profit split mechanism calculated semi-annually, is awarded above a pre-agreed pool earnings level, in addition to the usual management fee and commission on revenue. Pool points are reviewed on an annual basis.
On April 1, 2025, we had two 25,000 dwt stainless steel chemical tankers employed in the STJS Pool.
Time charters
Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help CMB.TECH mitigate, in part, its exposure to the spot market, which tends to be volatile in nature. In the future, CMB.TECH 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. CMB.TECH may also enter into time charter contracts with profit-sharing arrangements, which it believes will enable CMB.TECH 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. As of April 1, 2025, CMB.TECH had employed eighty-eight of its vessels on fixed-rate time charters (12 Euronav, three Bocimar, fourteen Bochem, five Delphis, 53 Windcat, one Other). The eighty-eight fixed-rate time charters include both current and future time charter commitments, representing an overall contract backlog of $2.94 billion.
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
Technical
Crew and technical management for the majority of CMB.TECH's vessels is outsourced to independent third party ship managers; Anglo Eastern Ship Management, Fleet Ship Management and Northern Marine Ship Management. In house manager Euronav Shipmanagement Hellas has been sold to Anglo Eastern Shipmanagement on June 18, 2024 and as of this date the crude oil tanker fleet is managed by Anglo Eastern Shipmanagement Hellas. In-house technical and crew management services are provided for CMB.TECH's off shore FSO division through Euronav Ship Management SAS and for Windcat Work Boats, our off shore wind division. Both third party shipmanagement and in-house shipmanagement activities are overlooked by CMB.TECH's technical department, including the approval of operating expenses.
In addition to ship management activities, CMB.TECH's technical department also manages the newbuilding program of the group and is currently involved in ship design, contractual ship specification negotiations, plan approval, final makers selection and hazard operability and identification studies. We outsource site supervision during construction of the vessels to Anglo Eastern Technical Services.
Commercial
CMB.TECH's VLCCs are commercially and operationally 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 2024, CMB.TECH paid an aggregate of $11.9 million for the commercial management of CMB.TECH's vessels operating in the TI Pool.
Two of CMB.TECH's 25,000 dwt chemical tankers are commercially and operationally managed by the STJS Pool.
The vessels in each of the Euronav (Suezmax and FSO), Bochem, Bocimar, Windcat and Delphis fleets are commercially managed by the CMB.TECH commercial department operating out of offices in Belgium, Netherlands and the U.K.
Competition
The shipping market is highly competitive, driven by a combination of low barriers to entry, cyclical demand, volatile freight rates and high operational costs. Competition arises primarily from other vessel owners and operators 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 which compete in the sectors and trades in which we engage.
We currently operate all of our vessels in the spot market, either directly or through the TI Pool or STJS Pool, or on time charter or on service agreements for the FSOs.
For our vessels that operate in the TI Pool, TUKA, the TI Pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels. For our vessels that operate in the STJS Pool, Stolt Tankers, the STJS Pool manager, is responsible for their commercial management.
Seasonality
We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates.
The tanker market, particularly for VLCCs and Suezmax vessels, follows a seasonal pattern influenced by global oil demand, refinery cycles and geopolitical events. The first quarter of the year often experiences strong demand, driven by winter heating needs in the Northern Hemisphere and the peak of crude oil shipments to refineries preparing for high winter consumption. However, as winter ends, demand in the second quarter tends to be weaker due to refinery maintenance season, leading to lower crude oil imports and reduced tanker demand. In the third quarter, demand usually gradually recovers as refineries return to full operations and crude oil imports increase, especially in preparation for winter. The fourth quarter is typically the strongest period, as oil demand normally surges ahead of winter, driving high crude oil import volumes, particularly to Asia, Europe and the U.S. Additionally, weather-related disruptions such as hurricanes and rough seas can tighten vessel supply, further boosting freight rates. While this pattern of general seasonality holds, factors such as OPEC production decisions, geopolitical tensions and unexpected supply chain disruptions can significantly impact market dynamics.
The Newcastlemax/Capesize market follows a distinct seasonal pattern driven by global trade flows, weather conditions and industrial demand. The first quarter is typically the weakest, as Chinese New Year slows down industrial activity, while adverse weather conditions, such as cyclones in Australia and heavy rains in Brazil, disrupt iron ore exports. In the second quarter, the market usually begins to recover as Chinese steel production picks up and Brazilian iron ore exports resume post-weather disruptions. The third quarter usually sees further strengthening, fueled by increased iron ore restocking by Chinese mills and growing coal shipments to China and Europe ahead of winter. The fourth quarter is usually the strongest, with peak demand for iron ore and coal, particularly from China, leading to higher freight rates. This period often experiences supply constraints due to port congestion, unpredictable weather and strong commodity demand, pushing rates to their annual highs. While this seasonality remains a general trend, external factors such as economic cycles, geopolitical tensions and supply chain disruptions can influence market dynamics.
The chemical tanker market has a more subdued seasonal pattern influenced by production cycles, agricultural demand and weather-related disruptions. The first quarter is typically strong, as chemical producers and traders restock inventories after year-end holidays, and demand for methanol, ethanol and other industrial chemicals remains firm, particularly in Asia and the Americas.
The second quarter often experiences a dip due to lower industrial activity in some regions and scheduled maintenance shutdowns at chemical plants and refineries, leading to reduced seaborne trade. The third quarter normally marks a gradual recovery, driven by rising demand for agricultural chemicals such as fertilizers and pesticides ahead of planting seasons, as well as increased shipments of oleochemicals and edible oils. The fourth quarter is usually the strongest, fueled by a surge in pre-winter demand for chemicals, increased biodiesel movements and higher industrial production ahead of year-end holidays. Additionally, weather-related disruptions, such as hurricanes in the Gulf of Mexico and typhoons in Asia, can tighten vessel availability and push freight rates higher. While these seasonal trends provide a general framework, factors such as petrochemical market fluctuations, regulatory changes and global economic conditions can significantly impact demand and freight rates in the chemical tanker sector.
The market for container vessels follows a seasonal pattern driven by global trade cycles, retail demand and manufacturing activity. The first quarter is generally weak, as containerized trade slows down following the holiday season and the Chinese New Year causes factory closures in China, reducing export volumes. The second quarter normally sees a gradual recovery, as manufacturing resumes in Asia, and retailers begin restocking ahead of the back-to-school and summer shopping seasons, leading to increased containerized shipments. The third quarter is typically the strongest, driven by peak season demand as retailers in North America and Europe import goods in preparation for the holiday shopping season, leading to high vessel utilization and rising freight rates. The fourth quarter usually starts off strong due to the last wave of holiday shipments but can weaken toward the end of the year as demand slows and supply chains wind down ahead of year-end holidays. Additionally, weather-related disruptions, such as typhoons in Asia or congestion at major ports, can impact vessel availability and rates. While this seasonality is a general trend, external factors such as economic conditions, port congestion, fuel costs and geopolitical events can significantly affect market dynamics for mid-sized container vessels.
The market for CTVs in Europe follows a seasonal pattern driven by offshore wind farm operations, weather conditions and maintenance schedules. The first quarter is typically challenging, as harsh winter weather, strong winds and rough sea conditions limit offshore wind farm construction and maintenance activities, reducing the demand for CTVs. However, some vessels remain active for essential maintenance and emergency repairs. The second quarter typically marks the start of the peak season, as weather conditions improve and offshore wind farm construction and maintenance work ramp up, leading to increased CTV utilization. The third quarter is usually the busiest period, with maximum offshore activity during the summer months, when calmer seas and longer daylight hours allow for extended work shifts, pushing up vessel demand and charter rates. The fourth quarter usually starts off strong but sees a gradual slowdown as autumn storms and worsening weather conditions reduce offshore accessibility, leading to fewer deployments of CTVs toward the end of the year. While this seasonal pattern remains consistent, factors such as government renewable energy policies, wind farm expansion projects and technological advancements in offshore access solutions can influence CTV market dynamics in Europe.
Environmental and other regulations in the shipping industry
Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, as well as 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 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 USCG, harbor master 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 as the basis for laws that 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 pertinent 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 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 which is the United Nations' agency for maritime safety and the prevention of pollution by vessels, has adopted 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", 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 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 dry bulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to leakage or spilling; 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 air emissions. Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO2020, took effect on January 1, 2020.
In 2013, the IMO's 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.
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 ("PCBs")) are also prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.
Sulfur content standards are even stricter within certain Emission Control Areas ("ECA"). As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% mass by mass. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, Mediterranean Sea area, North Sea area, North American area and U.S. Caribbean Sea area. The Mediterranean Sea became an ECA on May 1, 2024, and compliance obligations will begin May 1, 2025. 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. 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, which were adopted in draft amendments to Annex IV that will enter into force in March 2026. 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 EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. The MEPC 81st session ("MEPC 81") in March 2024 approved the ECA in the Canadian Arctic Waters and in the Norwegian Sea (with an earliest entry-into-force date of the amendments of 1 March 2026). MEPC 82 adopted the resolution in October 2024.
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 (" Tier III NOx") standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of nitrogen oxide 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 standards in the future. At MEPC 70th session ("MEPC 70") and MEPC 71st session ("MEPC 71"), the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships 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 ships 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 used such data as part of its initial roadmap for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
As of January 1, 2023, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the EEDI. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI which brought 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, LNG carriers and oil tankers.
Additionally, in 2022, MEPC 75 amended to Annex VI to 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 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. All ships above 400 gross tonnage must also have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP needs to include certain mandatory content. The same year, MEPC 75 amended 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 in June 2021 and entered into force in 2022, with the requirements for EEXI and CII certification that came into effect in 2023. Any vessels that do not meet this new EEXI requirement will need to adopt energy-saving/emission reducing technology, through retrofits, to reach compliant levels. This requirement 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, however this would in turn limit vessel speed and with that supply of vessels.
MEPC 77 adopted a non-binding resolution which urges IMO member states and ship operators to voluntarily use distillate or other 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. 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. These amendments took effect on May 1, 2024.
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. This review commenced at MEPC 82 in fall 2024. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.
While we have incurred increased costs to comply with these revised standards, such costs have not been material. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems thereby increasing our costs and could adversely affect our business, results of operations, cash flows and financial condition.
Safety management system requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency, 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. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.
Under the 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 managers team have developed for compliance with the ISM Code.
The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject it 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 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, issued by, each flag state, under the ISM Code. Our managers have obtained applicable documents of compliance for their 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.
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"). 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. Subsequent amendments reflect requirements of 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 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 International Organization for Standardization ("ISO") standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions. The newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely incremental.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers ("STCW"). Since 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.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems are incorporated by ship-owners and managers by their first annual Document of Compliance audit after January 1, 2021. In February 2021, the USCG published guidance on addressing cyber risks in a vessel's safety management system. This guidance might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of future cybersecurity regulations is hard to predict at this time.
SOLAS adopted new amendments that took effect on January 1, 2024. They include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System, (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. The only mandatory requirement is in connection with the safe design of mooring operations. The requirements will apply only to new cargo and passenger ships constructed on or after January 1, 2024. However, the maintenance and inspection requirements will be given retrospective application for all ships, and we must align our guidelines.
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 the BWM Convention in 2004. The BWM Convention entered into force in 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.
In 2013, the IMO Assembly passed a resolution revising the application dates of the 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 IOPP renewal survey following entry into force of the convention.
The MEPC maintains guidelines for approval of ballast water management systems ("G8"). At MEPC 72, amendments were adopted to extend the date existing vessels are subject to certain ballast water standards. 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.Those standards have been in force since 2019, and for most vessels, compliance with the D-2 standard involved installing on-board systems to treat ballast water and eliminate unwanted organisms.
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 (Regulation D-3). Since September 2024, all vessels have been required to meet the D-2 standard. Additionally, in 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.
In 2023, MEPC 80 announced a plan for a comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of amendments to the Convention. MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which entered into force in February 2025. A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted. In March 2024, MEPC 81 adopted amendments to the BWM Convention concerning the use of Ballast Water Record Books in electronic form, which are expected to enter into force in October, 2025. Pursuant to the ongoing review, in 2024, MEPC 82 approved the 2024 Guidance on ballast water record keeping and reporting, and the 2024 Guidance for Administrations on the type of approval process for ballast water management systems to support harmonized evaluation by Administrations.
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 (as amended, the "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. 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 shipowner's actual fault and under the 1992 Protocol where the spill is caused by the shipowner's intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships 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 ("P&I") insurance for environmental incidents. Clubs in the International Group of P&I Clubs (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 took effect in 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 will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate ("IAFS 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 tonnage engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed by the owner or authorized agent.
In 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.
We have obtained IAFS Certificates for all of our vessels that are subject to the Anti‑fouling Convention.
Compliance enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the shipowner 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 EU authorities prohibit vessels not in compliance with the ISM Code by applicable deadlines from trading in U.S. and EU ports, respectively. 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 might have on our operations.
United States regulations
The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")
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 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 the 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. In 2022, the USCG issued a final rule to adjust the limitation of liability under the OPA. Effective since 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 $21,521,300 (the previous limit was $2,300 per 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.
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 as a result of political changes. For example, the U.S. Bureau of Safety and Environmental Enforcement's ("BSEE"), revised Production Safety Systems Rule ("PSSR"), modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, in 2023, the BSEE released the Well Control Rule, which strengthens testing and performance requirements, and may affect offshore drilling operations.
In 2021, the Biden Administration issued an executive order temporarily blocking new leases for oil and gas drilling in federal waters, but ultimately, the order was rendered ineffective by a permanent injunction issued by a U.S. court. After being blocked by the courts, in 2023, the Biden Administration announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. In December 2024, the Biden Administration also gave approval for the sales of oil and gas leases in Alaska. On January 6, 2025, the Biden Administration announced a ban on new offshore oil and gas drilling in more than 625 million acres of U.S. waters on the Atlantic and Pacific coasts and in Alaska, but Louisiana-led states and fossil fuel groups are challenging the ban. The Trump Administration indicated at the beginning of his administration it will attempt to revoke this ban and also proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling.
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 the 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 tanker owners' responsibilities under these laws.
The Company intends to comply with all applicable U.S. state regulations in the ports where the Company's vessels call.
We currently maintain pollution liability coverage insurance in the amount of $1.0 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 operation.
Other United States environmental initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990, ("CA Act")) 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 CA Act also requires states to draft State Implementation Plans ("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. In 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. In 2023, the United States Supreme Court ruled 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. In August 2023, the EPA and the Department of the Army issued the final WOTUS rule, effective on September 8, 2023, that largely reinstated the pre-2015 definition.
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 the VIDA, which was signed into law on December 4, 2018 and replaces the 2013 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 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, requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the USCG to develop implementation, compliance and enforcement regulations within two years of EPA's promulgation of standards. On September 24, 2024, the EPA finalized its rule on Vessel Incidental Discharge Standards of Performance, which means that the USCG must now develop corresponding regulations regarding ballast water within two years of that date.
Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and USCG 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 Permit Authorization and Record of Inspection ("PARI") form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, USCG and state regulations could require the installation of BWTS 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") 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 U.S. ports. Additional fees would apply for nitrogen oxide, sulphur dioxide and particulate matter. Revenues would be earmarked to modernize the U.S. 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.
The 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 2009, the EU amended a directive to impose criminal sanctions for illicit ship-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 ship 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 29 April 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 ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually.
The EU has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The EU also adopted and extended a ban on substandard ships 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 ships at berth in the Baltic, the North Sea and the English Channel ("SOx-Emission Control Area"). 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.
The Ship Recycling Regulation adopted in 2013 by the European Parliament and the Council of the EU aims to reduce the negative impacts linked to the recycling of ships flying the flag of EU member states. The regulation establishes 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, and it prohibits or restricts the installation and use of hazardous materials (like asbestos or ozone-depleting substances) on board ships.
The EU Ship Recycling Regulation, 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.
In 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union's carbon market, or the EU ETS. This will require shipowners to buy permits to cover these emissions. In 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 are included in the scope of the EU ETS as from the outset. Starting in 2025, large offshore vessels of 5,000 gross tonnage and above will be subject to the Monitoring, Reporting and Verification ("MRV") regulation for CO2 emissions from maritime transport. These vessels will then be included 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, as of 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.
FuelEU Maritime is a EU regulation aimed at reducing the carbon intensity of maritime fuels to support the EU's broader climate goals under the European Green Deal. It sets mandatory targets to progressively reduce the carbon emissions from fuels used by ships operating in European waters. The regulation focuses on incentivizing the use of low-carbon and alternative fuels like biofuels, hydrogen and ammonia, as well as promoting the development of clean technologies such as wind propulsion and batteries. FuelEU Maritime will apply to ships operating on intra-EU voyages or calling at EU ports and it includes requirements for monitoring, reporting and verification of fuel carbon intensity. The regulation came into force in 2025.
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. 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 intended to withdraw from the Paris Agreement, and the withdrawal became effective on 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. In January 2025, President Trump signed an executive order on the Paris Agreement withdrawal thereby removing the United States from the Paris Agreement again.
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 reduce greenhouse gas emissions and notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the ambitions. At MEPC 77, the IMO member states agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen "levels of ambition". In July 2023, MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which builds upon the initial strategy’s levels of ambition. The revised levels of ambition include (1) further decreasing the carbon intensity from ships through improvement of energy efficiency; (2) reducing carbon intensity of international shipping; (3) increasing adoption of zero or near-zero emissions technologies, fuels and energy sources; and (4) achieving net zero GHG emissions from international shipping. Furthermore, the following indicative checkpoints were adopted in order to reach net zero GHG emissions from international shipping: (1) reduce the total annual GHG emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008 levels; and (2) reduce the total annual GHG emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008 levels. In 2024, MEPC 81 further developed the goal-based marine fuel standard regulating the phased reduction of marine fuel’s GHG intensity as part of its mid-term measures. In 2024, MEPC 82 made further progress on the development of these mid-term measures, and the Committee is expected to approve amendments at MEPC 83 (spring 2025) for adoption in October 2025.
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, the EU's carbon market, EU ETS, has been extended to cover CO2 emissions from all large ships entering EU ports starting January 2024.
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 GHG emissions from large stationary sources. However, in 2017, the Trump Administration issued an executive order to review and possibly eliminate the EPA's plan to cut greenhouse gas emissions, and in 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. In early 2021, the Biden Administration directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. The resulting final rule was issued in 2023. Such rules may be subject to revision or revocation following the change in the presidency beginning in 2025.
The EPA or individual states could enact these or other environmental regulations that could affect our operations.
In 2021, the EPA proposed a rule under the CA Act 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. The EPA proposed a supplemental rule in 2022 to include additional methane reduction measures. In 2023, the Biden Administration announced the final rule that includes updated and strengthened standards for methane and other air pollutants from new, modified and reconstructed sources, as well as Emissions Guidelines to assist states in developing plans to limit methane emissions from existing sources. These new regulations could potentially 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, the amount of which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly 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 Labor Convention 2006 ("MLC 2006"). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for ships that are 500 gross tonnage or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between ports, in another country. We believe that all our vessels are in substantial 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 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.
Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example:
–on-board 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;
–on-board 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.
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 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 and other such acts and the corresponding or additional security measures needed, and the risk of the increased expenses of uninsured losses can significantly affect our business. Costs are incurred mainly due to taking additional security measures in accordance with Best Management Practices to Deter Piracy.
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 ("IACS"). The IACS has adopted harmonized Common Structural Rules ("IACS Rules"), which apply to oil tankers, among other vessels, constructed on or after July 1, 2015. The IACS Rules attempt to create a level of consistency within IACS. 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, dry dockings 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 dry docked 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, dry docking 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 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. 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.
Maintenance of the class of a vessel and regular and extraordinary surveys of hull and machinery (including the electrical plant and any special equipment classed) is required to be performed as follows:
–Annual surveys. For seagoing ships, annual surveys ("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 the first class renewal survey, also known as a special periodical survey ("SPS") and subsequent SPSs. 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 third SPS the following intermediate surveys ("Intermediate Surveys") are of the same scope as the previous SPS.
–Special periodical surveys (or class renewal surveys). Class renewal surveys are carried out for the ship's hull and 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 SPS. At the SPS, 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 SPS 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. 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 acceptable. 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 IACS. All our vessels are certified as being "in-class" by Lloyds Register or Det Norske Veritas who are both members of IACS. 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. The 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 U.S. 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 for our tanker vessels and off shore craft which covers business interruptions that result in the loss of use of a vessel but we do have such coverage for our other vessel types.
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 ("P&I Associations"), and covers our third-party liabilities in connection with our shipping activities. This coverage 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 US $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 clubs of the International Group (comprising of 12 individual P&I Associations) 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.
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 starts 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.
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 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.
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 a board and management. Environment and governance cannot do without the input of social or human capital. Sustainability at CMB.TECH 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 currently can actively achieve 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).
In the first quarter of 2024, we started with a double materiality assessment as required by the EU Corporate Sustainability Reporting Directive. We have already established a strong governance framework to implement a decarbonization strategy, and our internal business platforms have demonstrated a strong and tested foundation to drive growth.
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: map, measure, understand, disclose and mitigate our impact both on the ambient and marine environment.
–In 2024, CMB.TECH updated its sustainability strategy including short term, mid-term and long-term targets. Reconfirming our target to own and operate a low carbon emission capable fleet from 2050 – in order to support the 2023 IMO GHG strategy of reaching net-zero absolute GHG emissions by or around 2050.
–In 2024, CMB.TECH continued its strategy of recycling older tanker tonnage into a diversified fleet of modern dual fuel (ready) vessels. In addition, CMB.TECH has both dual fuel hydrogen and dual fuel ammonia vessels on order.
–Our sustainability strategy helps us to ensure that we achieve our 2030, 2040 and 2050 targets.
–We have established a dedicated fuel procurement and management team to ensure compliant VLSFO 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 and EEDI requirements.
–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 and the Getting to Zero Coalition.
We participate in two EU-funded projects structured to promote digital transformation and wind propulsion.
–We engaged with the Great Whale Conservancy and the Whales Guardian program to mitigate whale strikes in sensitive marine ecosystems. We instruct our crew members to follow specific navigation routes when entering whale habitats.
–In 2024, CMB.TECH decided to engage with one of the known classification societies which is providing consulting and engineering support to develop CMB.TECH's fleet transition plan. The outcome of that exercise is detailing the requirements for individual vessels to comply with CMB.TECH's 2050 NetZero ambition, IMO's intermediate check-points in 2030 and 2040, to be in compliance with the Poseidon Principles and to ensure annual CII level of A/B/C (on a consolidated basis per division). By defining both the operational measures, CaPex investment required, the impact on the OpEx and the additional FuelEx (i.e., biofuels, ammonia and hydrogen), CMB.TECH is now able to respond to the key questions "what measures do we need to invest in" and "how much is our decarbonization 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 for the seafarers employed by our third party ship managers.
–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 employees on shore and of our seafarers employed by third party ship managers is our top priority. We are a signatory to the Neptune Declaration on Seafarer Wellbeing, which promotes the health and safety of seafarers.
–We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, gender or any other classification.
–We maintain high retention rates ashore and work to facilitate the professional development and career advancement of our people. In addition, we interact with the third party managers to ensure high retention rates amongst the seafarers.
–Nationality diversity is exemplified by 36 different nationalities at sea and 26 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.
–We are is governed by a diverse and experienced Supervisory Board.
–CMB.TECH was the first shipping company to have a dedicated sustainability committee comprising Supervisory and Management Board members. The role of this Sustainability Committee is to oversee our management of and strategy toward sustainability and climate change.
–We approach each financing opportunity through a 'sustainable lens', together with its syndicate of partner banks that share the same values.
–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 shipping industry's efforts to reduce greenhouse gas 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;
–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 dual fuel hydrogen and dual fuel ammonia technologies for the maritime industry;
–activating operational measures where possible set forth by our people on board;
–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; and
–implementing a fleet rejuvenation policy;
Our ambition is to achieve decarbonization of shipping operations by 2050, with our target to own and operate a low carbon emission capable fleet from 2050 – in order to support the 2023 IMO GHG strategy of reaching net-zero absolute GHG emissions by that year. We aim to align with the IMO's emission reduction trajectories by 2030/2040/2050. 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;
–actual newbuilding orders with dual fuel hydrogen and dual fuel ammonia engines installed at delivery. For example, the new building order of ten dual fuel ammonia Newcastlemax vessels (fitted at delivery);
–dual fuel hydrogen Hydrotug on the water, dual fuel hydrogen CTVs on the water, dual fuel hydrogen ferry's on the water;
–built operational prototypes of: dual fuel hydrogen-diesel trucks, dual fuel hydrogen-diesel cargo handlers, dual fuel hydrogen-diesel locomotives, hydrogen-powered gensets (dual fuel and monofuel);
–CMB.TECH has achieved a groundbreaking milestone with the construction of the world's first maritime and public H2 refueling station in Antwerp (Belgium) and Cleanergy, a joint-venture between CMB.TECH and Ohlthaver & List, is finalizing the construction of a small-scale green hydrogen and green ammonia production and refueling station in Walvis Bay.
Permits and authorizations
We are obligated 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.
Principal executive offices
Our principal executive Headquarters is located at De Gerlachekaai 20, 2000 Antwerp, 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 https://cmb.tech. 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.
Our subsidiaries are incorporated under the laws of Belgium, Cyprus, France, Guernsey, Hong Kong, Ireland, Liberia, Luxembourg, Marshall Islands, Namibia, Norway, the Netherlands, Singapore and England and Wales.
Please see Exhibit 8.1 to this annual report for a list of our subsidiaries and joint ventures as of December 31, 2024.
D. Property, Plants and Equipment
For a description of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet."
CMB.TECH Group lease office and/or warehouse space, and have the following leases in place as of April 1, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
Type of Property |
Address |
City |
Country |
Annual rent (USD) |
| CMB.TECH NV |
Belgica Building |
De Gerlachekaai 20 |
Antwerp |
Belgium |
$ |
386,031.00 |
|
| Euronav Ship Management SAS |
Offices |
Quai Ernest Renaud 15 |
Nantes |
France |
$ |
31,265.00 |
|
| Euronav UK Agencies Ltd |
Offices |
10 Bressenden Place |
London |
United Kingdom |
$ |
76,642.00 |
|
| CMB.TECH NV |
Offices |
Room 2503-05, 25/F, Harcourt house Gloucester Road Wanchai 39 |
Hong Kong |
Hong Kong |
$ |
19,348.00 |
|
| CMB.TECH Industry NV |
Warehouse |
Mexicostraat 9 |
Antwerp |
Belgium |
$ |
32,663.00 |
|
| CMB.TECH Industry NV |
Warehouse |
Benzineweg 1 |
Antwerp |
Belgium |
$ |
71,173.00 |
|
| H2Infra NV |
Kaai 42A |
Mexicostraat 11 |
Antwerp |
Belgium |
$ |
28,146.00 |
|
| Windcat Workboats International BV |
Warehouse |
Loggerstraat 25 |
Ijmuiden |
Netherlands |
$ |
59,139.00 |
|
| Windcat Workboats International BV |
Offices |
Trawlerkade 104/104A/106 |
Ijmuiden |
Netherlands |
$ |
93,774.00 |
|
| CMB.TECH Technology & Development Centre Ltd |
Offices |
Units A & B, Prospect Way
Wash Road |
Brentwood |
United Kingdom |
$ |
149,161.00 |
|
| Windcat Workboats Ltd |
Warehouse |
Unit 7, Quayside Business Centre
School Road |
Lowestoft |
United Kingdom |
$ |
10,400.00 |
|
| Windcat Workboats Ltd |
Workshop |
Lowestoft Haven Marina
School Road |
Lowestoft |
United Kingdom |
$ |
54,338.00 |
|
| Windcat Workboats Ltd |
Offices |
Old Court Buildings
Whapload Road |
Lowestoft |
United Kingdom |
$ |
74,873.00 |
|
| Windcat Workboats Ltd |
Warehouse |
Units 1-3, Lowestoft Enterprise Park
School Road |
Lowestoft |
United Kingdom |
$ |
45,231.00 |
|
| Windcat Workboats Ltd |
Warehouse |
Unit 16, Waveney Market West |
Lowestoft |
United Kingdom |
$ |
6,021.00 |
|
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following management's discussion and analysis of the results of our operations and financial condition in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes, expectations, projections, intentions and beliefs about future events. Which are intended as "forward-looking statements." We caution that such assumptions, expectations, projections, intentions and beliefs about future events, which 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 annual report.
For a discussion of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see "Item 5. Operating and Financial Review and Prospects – A. Operating Results – Year ended December 31, 2023, compared to the year ended December 31, 2022" contained in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 11, 2024 and incorporated by reference herein.
Factors affecting our results of operations
The principal factors which have affected our results of operations and which we expect to affect our future results of operations and financial position include:
–the spot rate and time charter market;
–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 commodities (amongst others: crude oil, iron ore, coal, bauxite, containerized goods, chemical goods) and the 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 bunker 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;
–political developments including the current conflicts in Ukraine and the Middle east;
–depreciation, scrap value and the impact of steel prices;
–dry docking and special survey days, both expected and unexpected;
–our overall debt level and the interest expense and principal amortization;
–exchange rates;
–the European Ship Recycling regulation;
–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;
–the BWM Convention;
–embargoes on Russian oil;
–introduction of carbon emission tax regimes, such as the inclusion of shipping in the EU ETS;
–introduction of FuelEU Maritime regulation;
–acts of war disturbing normal business operations;
–weather conditions and natural disasters; and
–changes in tax regimes in certain jurisdictions.
Russian trade
The Russian invasion of Ukraine has had significant impact on the way oil trades around the world. Many nations have sanctioned Russian oil, which sanctions have become more formalized since the EU ban on Russian crude imports in December 2022. Crude oil that Russia 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.
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" has developed 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. 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 is increasingly traded 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.
OFAC has implemented several sanctions targeting various entities and individuals. Most recently, on January 10, 2025, OFAC intensified sanctions against Russia's energy sector, designating major oil companies such as Gazprom Neft and Surgutneftegaz. The measures also affected over 180 vessels, numerous oil traders, service providers, insurance companies and key energy officials. These actions aim to constrain Russia's financial capabilities amid ongoing geopolitical tensions.
Red Sea conflict
Attacks by Houthi rebels targeting merchant ships transiting the Red Sea, which followed from the Middle East conflicts beginning in October 2023, have caused an increasing number of shipowners and charterers to avoid the Bab-el-Mandeb strait. The Bab-el-Mandeb Strait is a critical maritime chokepoint that connects the Red Sea to the Gulf of Aden and the Indian Ocean. It is vital for global shipping, particularly for energy trade (product trade, chemical trade) and commercial cargo (container trade, chemical trade). Over 50,000 ships pass through annually, carrying goods between Asia, Africa and Europe. It is critical for container shipping, with major companies relying on it for supply chains.
Since November 2023, Houthi forces have executed over 100 attacks on vessels in the Red Sea region, leading to a substantial decrease in maritime traffic through the Bab-el-Mandeb Strait. Reports indicate a drop of over 90% in vessel transits year-over-year. To mitigate risks, many shipping companies have opted to reroute vessels around the Cape of Good Hope, despite the longer journey adding approximately 15 days and increasing operational costs. This detour has resulted in a 134% increase in traffic around the Cape.
The Red Sea conflict has had the most effect on the container market. Given Red Sea transits account for over 20% of container ship trade patterns under normal conditions, this has had the effect of removing over 12% of fleet capacity. For the dry bulk and crude oil tanker market, the effect is limited to 1-4% impact on utilization levels.
In early 2025, the Houthis announced a limitation of their attacks to vessels linked to Israel, following a Gaza ceasefire. This development led to cautious optimism within the shipping industry. Despite these positive signs, oil executives and shipping companies remain vigilant.
Impact of inflation and interest rates risk on our business
Inflation in the United States of America, Eurozone and other countries continue to impact our business, 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 had increased rapidly in 2022 and 2023 as central banks in developed countries elevated interest rates in an effort to subdue inflation.
By the second half of 2024, several central banks have shifted from tighter monetary policies to more accommodative stances, reflecting changes in economic conditions and inflation outlooks. The European Central Bank ("ECB") initiated a series of rate cuts in June 2024, reducing its key interest rates by 25 basis points in June, September, October and December. By December 2024, the deposit facility rate was lowered to 3.00%. The U.S. federal reserve bank held the U.S. federal funds rate steady at a target range of 5.25% to 5.50% during its May 2024 meeting. Later in the year, on September 18, 2024, the U.S. federal reserve bank reduced the rate by 50 basis points to a target range of 4.75% to 5.00%, marking the first rate cut in over four years.
The eventual implications of changing monetary policy and potentially changing long-term interest rates may impact the cost of capital for our business.
Material accounting policies
We prepare our consolidated financial statements in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), 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—Material 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. 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. Our 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 pools, revenues and voyage expenses are pooled and allocated to the relevant pool's participants on a TCE basis in accordance with an agreed formula. The formulas in the relevant 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. We are obligated to provide vessel services to the relevant pool for a specified period, which obligation we fulfil by allocating participation days based on the contractual terms.
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 and for CTVs 15 years. 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 reviewed the residual value of its vessels, an accounting estimate, in accordance with the accounting policy. This resulted in a revised residual value impacting the financial statements as of 2024, see Note 1. The Company considered its continued focus on sustainability, recent trends of the steel industry and the direction of the industry moving forward. Specifically, the Company considered the steel industry's commitment to be carbon neutral in 2050 and the impact of this commitment 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, we have has changed our 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. We estimate scrap value per ton 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.
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 ("CGU") as a single vessel, unless such vessel is operated in a pool, in that case such vessel, together with the other vessels in such pool, are collectively treated as a CGU. We revise the carrying amounts of our CGUs at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We recognize an impairment loss in our income statement whenever the carrying amount of an asset or CGU exceeds its recoverable amount.
Vessels
We review following internal and external indicators to assess whether vessels 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 significantly below net asset value;
–a significant and unexpected decline in market value;
–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; 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, we perform 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 we believe that our 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. We are continuously assessing the resilience of its projections to the business cycles that can be observed in the vessels market, and we have 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 our expectation of the completion of the current cycle, we are better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. We forecast the current cycle based on our judgment, analyst reports and past experience. We use long term charter rates in the calculation when available.
We 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 any of our vessels might be impaired as of December 31, 2024.
Calculation of recoverable amount
The recoverable amount of an asset or 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 CGU.
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 an 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, dry docking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. We use 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 Weighted Average Cost of Capital ("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 dry docking 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, the 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
–EEXI and CII requirements.
Although we believe that the assumptions that we use to evaluate potential impairment are reasonable and appropriate at the time we make them, such assumptions are highly subjective and likely to change, possibly materially, in the future.
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 some 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 concluded that for the years ended December 31, 2024 and 2023, no impairment was required in the Marine division.
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, 2024 and December 31, 2023. 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. 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 "Material 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 Material 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.
As a result of the acquisition of CMB.TECH Enterprises as per February 2024, the composition of the CMB.TECH fleet underwent a significant transformation, aligning with the Company's strategic focus on diversification, decarbonization, and accelerated optimization. This diversification introduced a broader range of seagoing vessels within the Marine division, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, CTVs, and other vessels not classified within these categories. The total number of vessels across these types as of December 31, 2024, is presented in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands of USD) |
| Vessel Type |
|
Numbers of Vessels at December 31, 2024 |
|
Numbers of Vessels at December 31, 2023 |
|
Carrying Value at December 31, 2024 |
|
Carrying Value at December 31, 2023 |
Tankers |
|
31 |
|
39 |
|
1,456,325 |
|
1,629,570 |
Dry bulk vessels |
|
10 |
|
— |
|
648,600 |
|
— |
Container vessels |
|
4 |
|
— |
|
220,935 |
|
— |
Chemical tankers |
|
6 |
|
— |
|
244,259 |
|
— |
CTVs |
|
40 |
|
— |
|
43,784 |
|
— |
Other |
|
2 |
|
— |
|
3,582 |
|
— |
| Vessels held for sale |
|
5 |
|
14 |
|
165,583 |
|
870,844 |
| Total |
|
98 |
|
53 |
|
2,783,068 |
|
2,500,414 |
(1)As per December 31, 2024, there were no owned tanker vessels (December 31, 2023: zero) that had a carrying value which exceeded the individual market value.
(2)As per December 31, 2024, no owned dry bulk vessels had carrying values which exceeded their individual market values.
(3)As per December 31, 2024, no owned container vessels had carrying values which exceeded their individual market values.
(4)As per December 31, 2024, no owned chemical tanker vessels had carrying values which exceeded their individual market values.
(5)As per December 31, 2024, four owned crew transfer vessels had carrying values which exceeded their individual market values by approximately $748 thousand.
(6)As per December 31, 2024, no owned other vessels had carrying values which exceeded their individual market values.
The table above only takes into account the fleet that is 100% owned by CMB.TECH and does not take into account the vessels under construction.
Vessels held for sale
We classify vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use 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, we remeasure the vessels in accordance with our accounting policies. Thereafter, we measure the vessels at the lower of their carrying amount and fair value less cost of disposal. We recognize no impairment losses on the vessels held for sale.
We recognize impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement in profit or loss. We do not recognize gains are in excess of any cumulative impairment loss. We do not depreciate vessels classified as held for sale.
On May 21, 2024, the Company sold the VLCC Alsace (2012 - 320,350 dwt) for $96.9 million. We accounted for it as a non-current asset held for sale as at December 31, 2024, and it has a carrying value of $69.4 million. We recognized the net gain on the vessel amounts of $27.5 million and upon delivery to her new owners on January 14, 2025.
On June 27, 2024, we formally decided to commit to a plan to sell VLCC vessels Hakata (2010 - 302,550 dwt) and Ingrid (2012 - 314,000 dwt). We initiated an active program to locate a buyer and complete the sale and we actively market the vessels for sale in line with their fair values. We expect the sale to be completed within a year from the decision, and, in line with IFRS 5, we qualified and classified the assets as non-current assets held for sale for a total combined book value of $81.7 million as of December 31, 2024.
On December 31, 2024, we sold the Suezmax Cap Lara (2007, 158,826 dwt) for $33.2 million. We accounted for the vessel as a non-current asset held for sale as at December 31, 2024, and has a carrying value of $14.4 million. The sale generated a capital gain of $18.8 million, and we recognized it upon delivery to the new owner on February 28, 2025.
The Windcat 6 has been sold, after 18 years of service on December 18, 2024 for an amount of $275 thousand. We accounted for the CTV as a non-current asset held for sale as of December 31, 2024, and it has a carrying value of $48 thousand. The sale generated a capital gain $227 thousand, and we will recognize it upon delivery to the new owner.
Fleet Development
The following table summarizes the development of our fleet as of the dates presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, 2024 |
|
Year ended
December 31, 2023 |
|
Year ended
December 31, 2022 |
| TANKER (VLCC + SUEZMAX) |
|
|
|
|
|
|
| At start of period |
|
52 |
|
62 |
|
70.5 |
| Acquisitions |
|
3 |
|
5 |
|
4 |
| Dispositions |
|
-22 |
|
-13 |
|
-12.5 |
| Chartered-in |
|
0 |
|
-2 |
|
0 |
| At end of period |
|
33 |
|
52 |
|
62 |
| Newbuildings on order |
|
7 |
|
5 |
|
8 |
| FSO |
|
|
|
|
|
|
| At start of period |
|
2 |
|
2 |
|
1 |
| Acquisitions |
|
0 |
|
0 |
|
1 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
2 |
|
2 |
|
2 |
| Newbuildings on order |
|
0 |
|
0 |
|
0 |
| TUGBOAT |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
0 |
|
0 |
|
0 |
| Business combination² |
|
1 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
1 |
|
0 |
|
0 |
| Newbuildings on order |
|
0 |
|
0 |
|
0 |
| MHUV 2010 |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
0 |
|
0 |
|
0 |
| Business combination² |
|
0 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At end of period |
|
0 |
|
0 |
|
0 |
| Newbuildings on order |
|
1 |
|
0 |
|
0 |
FERRY1 |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
0 |
|
0 |
|
0 |
| Business combination² |
|
1.5 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
1.5 |
|
0 |
|
0 |
| Newbuildings on order |
|
0 |
|
0 |
|
0 |
| CSOV |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
0 |
|
0 |
|
0 |
| Business combination² |
|
0 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
0 |
|
0 |
|
0 |
| Newbuildings on order |
|
6 |
|
0 |
|
0 |
| CONTAINER |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
3 |
|
0 |
|
0 |
| Business combination² |
|
2 |
|
0 |
|
0 |
| Dispositions |
|
-1 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
4 |
|
0 |
|
0 |
| Newbuildings on order |
|
1 |
|
0 |
|
0 |
| CHEMICAL |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
4 |
|
0 |
|
0 |
| Business combination² |
|
2 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
6 |
|
0 |
|
0 |
| Newbuildings on order |
|
2 |
|
0 |
|
0 |
| PRODUCT TANKER |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
0 |
|
0 |
|
0 |
| Business combination² |
|
0 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
0 |
|
0 |
|
0 |
| Newbuildings on order |
|
2 |
|
0 |
|
0 |
| DRY BULK |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
7 |
|
0 |
|
0 |
| Business combination² |
|
3 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
10 |
|
0 |
|
0 |
| Newbuildings on order |
|
18 |
|
0 |
|
0 |
CTV1 |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisitions |
|
1 |
|
0 |
|
0 |
| Business combination² |
|
46 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
47 |
|
0 |
|
0 |
| Newbuildings on order |
|
5.5 |
|
0 |
|
0 |
| COASTER |
|
|
|
|
|
|
| At start of period |
|
0 |
|
0 |
|
0 |
| Acquisitions |
|
0 |
|
0 |
|
0 |
| Business combination² |
|
0 |
|
0 |
|
0 |
| Dispositions |
|
0 |
|
0 |
|
0 |
| Chartered-in |
|
0 |
|
0 |
|
0 |
| At end of period |
|
0 |
|
0 |
|
0 |
| Newbuildings on order |
|
2 |
|
0 |
|
0 |
| TOTAL FLEET |
|
|
|
|
|
|
| At start of period |
|
54 |
|
64 |
|
71.5 |
| Acquisitions |
|
18 |
|
5 |
|
5 |
| Business combination² |
|
55.5 |
|
0 |
|
0 |
| Dispositions |
|
-23 |
|
-13 |
|
-12.5 |
| Chartered-in |
|
0 |
|
-2 |
|
0 |
| At end of period |
|
104.5 |
|
54 |
|
64 |
| Newbuildings on order |
|
43.5 |
|
5 |
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 This table includes the vessels that we owned through joint venture entities as per December 31, 2024, which we recognized in our income statement using the equity method, valued at our respective share of economic interest. Furthermore, the table also includes charter-in agreements.
² Business combination means the amount of vessels that are acquired at the moment of takeover CMB.TECH ENTERPRISES NV, that time CMB.TECH NV, by CMB.TECH NV, at that time Euronav NV"
Vessel acquisitions and charter-in agreements
On February, 10, 2021, we entered into an agreement for the acquisition through resale of two eco-Suezmax newbuilding contracts. Constructed at the Daehan Shipyard in South Korea, we acquired these modern vessels for a total price of $113.0 million. Both vessels were delivered in 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 systems. The vessels have the structural notation to be LNG Ready. CMB.TECH 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 replaced, the newbuildings were also fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment Systems. We 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 newbuilding contracts for 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) was delivered on October 26, 2023. On February 6, 2024, we 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 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, and became the full owner of the FSO platform, which was previously held in a 50-50 joint venture with International Seaways, Inc.
On October 24, 2022, we announced that we entered into an agreement with Daehan Shipbuilding Co. Ltd. for two Suezmax newbuilding contracts. The vessels are sister ships to Cedar (2022 -157,310 dwt) and Cypress (2022 – 157,310 dwt), built at the same yard. Both vessels were delivered 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 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, we purchased the vessel and it was 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 has cost $112.2 million with highly favourable payment terms and schedule. We expect the vessel to be delivered in the third quarter of 2026.
On September 7, 2023, we announced we concluded a two-year time charter with a blue chip partner for the VLCC Donoussa (2016 – 299.999 dwt). 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 leased back the vessel under a bareboat contract. At the end of the bareboat contract, on September 27, 2023, we purchased the vessel and delivered it to Euronav Luxembourg.
On October 12, 2023, we announced we exercised the option for a second VLCC newbuild. The purchase has cost $112.2 million with highly favorable payment terms and schedule. We expect the the vessel to be delivered in the third quarter of 2026.
On October 26, 2023, the Company also took delivery of the Suezmax Brest (2023 - 156,851 dwt).
On December 7, 2023, we announced we exercised the option for one additional 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 have ammonia ready engines. Furthermore, CMB.TECH 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.
On February 6, 2024, the Company took delivery of the Suezmax Bristol (2024 – 156,851 dwt).
On February 12, 2024, the Company announced a partnership with Yara Clean Ammonia, North Sea Container Line and Yara International, for the commissioning of the world's first ammonia-powered container ship, Yara Eyde. This pioneering vessel, constructed at Qingdao Yangfan Shipbuilding, marks a significant milestone in decarbonizing shipping, operating on clean ammonia between Norway and Germany. Owned by Delphis, a division of CMB.TECH, and operated by NCL Oslofjord AS, this collaboration sets a new standard for sustainable maritime transport.
On February 26, 2024, we announced we entered into an agreement with China Merchants Jinling Shipyard (Yangzhou) Dingheng Co. for two product tanker newbuilding contracts. We expect the vessels will be delivered in the fourth quarter of 2026 and have been chartered to a strong counterparty for 10 years upon delivery from the shipyard.
On March 19 2024, the Company took delivery of the fourth super-eco Newcastlemax Mineral France (2024 – 210,000 dwt).
On March 20, 2024, the Company concluded an order for two Newcastlemaxes and one additional VLCC at Qingdao Beihai Shipyard (China). We expect the vessels will be delivered in the first and second quarter of 2027. The Company at that time had five VLCCs and still twenty-four Newcastlemaxes on order at Qingdao Beihai Shipyard.
On April 4, 2024, the Company announced 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 and May of 2026 when each of the time charter contracts will begin.
On April 12, 2024, the Company took delivery of the chemical tanker Bochem Casablanca (2024 - 25,000 dwt).
On May 13, 2024, the Company took delivery of the container vessel CMA CGM Baikal. We subsequently sold this vessel and booked a capital gain of $15.6 million in the second quarter of 2024.
On May 23, 2024, CMB.TECH and Damen signed a collaboration agreement for four hydrogen-powered tugboats. Built by Damen, these vessels use our innovative dual fuel hydrogen technology which will significantly reduce emissions.
On May 24, 2024, the Company took delivery of the Windcat 57, the first CTV of the new hydrogen-powered MK5 series. The unit is deployed in Scotland.
On June 10, 2024, the Company announced the order of two newbuild CTVs for FRS Windcat Polska, together with Gdansk based shipyard ALU International. The contract includes the option to order additional vessels at a later stage. The CTVs will have Windcat's newest MK5 vessel design, with a dual fuel hydrogen engine as a standard.
On June 24, 2024, the Company took delivery of the fifth super-eco Newcastlemax Mineral Deutschland (2024 – 210,000 dwt).
On June 28, 2024, the Company took delivery of the chemical tanker Bochem Shanghai (2024 – 25,000 dwt).
On August 5, 2024, the Company took delivery of the sixth super-eco Newcastlemax Mineral Italia (2024 - 210,000 dwt).
On August 6, 2024, the Company took delivery of the container vessel CMA CGM Etosha (2024 - 6,000 TEU).
On August 8, 2024, the Company took delivery of the chemical tanker Bochem New Orleans (2024 - 25,000 dwt).
On August 20, 2024, the Company announced the expansion of our Windcat fleet with an additional CSOV on order. This is the sixth order for the future-proof Elevation Series CSOV developed together with Damen.
On August 20, 2024, the Company announced a long-term charter for Suezmax Helios (2024 - 156,000 dwt).
On August 20, 2024, the Company announced a two-year time charter for the Suezmax Fraternity (2009 - 157,714 dwt).
On August 20, 2024, the Company announced a long-term charter for one of its newbuilding Chemical Tankers (January 2026 - 26,000 dwt). The vessel has been chartered for seven years upon delivery from the shipyard to Ultratank. Additionally, a sister-vessel scheduled for delivery during the fourth quarter of 2025 will be commercially managed by Ultratank.
On August 28, 2024, the Company took delivery of the seventh super-eco Newcastlemax Mineral Danmark (2024 - 210,000 dwt).
On October 8, 2024, the Company took delivery of the eighth super-eco Newcastlemax Mineral Eire (2024 - 210,000 dwt).
On October 10, 2024, the Company took delivery of the Suezmax Helios (2024 - 157,000 dwt).
On October 15, 2024, the Company took delivery of the chemical tanker Bochem Brisbane (2024 - 25,000 dwt).
On October 16, 2024, the Company took delivery of the container vessel CMA CGM Dolomites (2024 - 6,000 TEU).
On October 21, 2024, the Company took delivery of the ninth super-eco Newcastlemax Mineral Hellas (2024 - 210,000 dwt).
On November 7, 2024, the Company announced a long-term charter for one of its newbuilding Chemical Tankers (October 2025 - 26,000 dwt. The vessel has been chartered for seven years upon delivery from the shipyard to Ultratank.
On November 22, 2024, the Company took delivery of the tenth super-eco Newcastlemax Mineral Espana (2024 - 210,000 dwt).
On November 25, 2024, the Company took delivery of the Suezmax Orion (2024 - 157,717 dwt).
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 the new owners on February 22, 2021. We 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, we exercised the purchase option for an amount of $30.0 million. The vessel was delivered on January 22, 2024.
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, we booked a $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 of 2022. The Suezmax Bari was 50% owned by the Company.
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 were 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, the Company 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, 11 VLCCs were sold: Alex (2016 - 299,445 dwt), Amundsen (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).
On March 20, 2024, the Company sold the N-class vessels Noble, Nectar and Newton for a net sale price after commission of $161.9 million. The vessels were all delivered during the second quarter of 2024 and the net gain of $79.0 million on the transaction was recognized in the consolidated statement of profit or loss.
On November 11, 2021, the Company agreed to sell the container vessel CMA CGM Baikal for a net sale price of $71.5 million. The vessel was delivered to its new owners in the second quarter of 2024 and a net gain of $15.6 million was booked in the consolidated statement of profit or loss.
On September 26, 2024, the Company sold two Suezmax vessels, Sapphira (2008 - 150,205 dwt) and Statia (2006 - 150,205 dwt) for a net sale price of $45.5 million and $41.3 million respectively. The sale price generated a combined capital gain of $61.4 million and was recorded in the consolidated statement of profit or loss in the third quarter of 2024.
On December 2, 2024, the Company agreed to sell three Suezmax vessels Selena (2007 - 150,205 dwt), Cap Victor (2007 - 158,853 dwt) and Cap Felix (2008 - 158,765 dwt) for a net sale price after commission of $38.2 million, $39.0 million and $42.3 million respectively.
The sale price generated a combined capital gain of $71.1 million and was recorded in the consolidated statement of profit or loss in the fourth quarter of 2024.
Digital transformation efforts: Improving operational efficiency
FAST platform sold to ZeroNorth
"Fleet Automatic Statistics and Tracking" (“FAST”) is an innovative digitalization project that began in 2018. It enabled us to take the next step towards improved fleet performance and fuel efficiency by utilizing real-time sensor data and improving communication and collaboration between seagoing vessels and shore. FAST contains information about the routing, speed and vessel performance as well as crucial bunker, cargo and port call activities. Over the years, more advanced features were integrated, such as Weather Routing Optimization, Environmental Reporting and advanced artificial Intelligence models to improve both routing and fuel consumption.
ZeroNorth took over the management of the FAST platform in 2024, a move that represents a significant milestone in our innovation journey. Our decision to join forces with ZeroNorth stems from thoughtful consideration of FAST's evolution since its inception.
In the rapidly advancing landscape of maritime digital solutions, FAST has matured, and this collaboration with ZeroNorth opens doors to a broader platform. ZeroNorth is committed to continue developing our existing FAST roadmap. We expect that this move will accelerate our digitalization journey even further as the combined platform's functionalities exceed the standalone capabilities of both platforms.
Fleet performance monitoring and optimization
Fleet performance analysis at CMB.TECH goes beyond the conventional use of noon reports. With sensor technology now embedded across much of the fleet, performance assessments have become more precise. It allows our fleet performance teams to expand beyond assessments of technical vessel efficiency to proactive decision-making that directly impacts operational efficiency.
We assess performance based on both theoretical and historical baselines that we generate using both empirical and data-driven methodologies. If a vessel’s efficiency declines beyond acceptable thresholds, we investigate the root cause, whether it’s hull fouling, engine wear or operational inefficiencies.
During this process the vessel's crew is actively engaged, whereby a modern data architecture allows to make the same data and insights available ashore and onboard. Instead of relying on broad assumptions about weather and sea conditions, vessels receive optimized routing recommendations based on live data feeds. These insights help our vessels reduce unnecessary fuel consumption, improve arrival schedules and meet charter party expectations.
A. Operating results
Year ended December 31, 2024, compared to the year ended December 31, 2023.
Total shipping revenues and voyage expenses and commissions
Please see Item 4 "Information on the company", Section "B. Business Overview", which contains a description of the Marine Division 2024 market.
The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
| Voyage charter and pool revenues |
|
682,654 |
|
|
1,074,214 |
|
|
(391,560) |
|
|
(36) |
% |
| Time charter revenues |
|
257,593 |
|
|
160,913 |
|
|
96,680 |
|
|
60 |
% |
| Other operating income |
|
50,660 |
|
|
23,316 |
|
|
27,344 |
|
|
117 |
% |
| Gains on disposal of vessels/other tangible assets |
|
635,019 |
|
|
372,444 |
|
|
262,575 |
|
|
71 |
% |
| Total shipping revenues |
|
1,625,926 |
|
|
1,630,887 |
|
|
(4,961) |
|
|
— |
% |
| Voyage expenses and commissions |
|
(174,310) |
|
|
(142,090) |
|
|
(32,220) |
|
|
23 |
% |
Total shipping revenues for the year ended December 31, 2024 were in line with the year ended December 31, 2023.
Our voyage charter and pool revenues decreased by 36%, or $391.6 million, to $682.7 million for the year ended December 31, 2024, compared to $1,074.2 million for 2023. We attribute the decrease primarily to a reduction in pool revenue, mainly due to a lower number of vessels operating in a pool in 2024 compared to 2023. This decrease is partially offset by an increase in spot revenue, largely attributed to the acquisition of the CMB.TECH fleet and the delivery of newbuild dry bulk vessels in 2024, which are operating in the spot market.
Time charter revenues increased by 60%, or $96.7 million, to $257.6 million for the year ended December 31, 2024, compared to $160.9 million for 2023. We attribute the increase in time charter revenue is primarily due to a higher number of vessels engaged in long-term time charters in 2024 compared to 2023, mainly following the acquisition of CMB.TECH Enterprises in February 2024.
Other income increased by 117% or $27.3 million, to $50.7 million for the year ended December 31, 2024, compared to $23.3 million for 2023. Other operating income includes revenues related to the standard business operation of the fleet and that are not directly attributable to an individual voyage. The increase in other operating income is mainly due to the sale of Euronav Ship Management Hellas, received liquidated damages resulting from the sale of the N-class vessels (Noble, Nectar and Newton) and to claim settlements.
For the gains on disposal of vessels/other tangible assets, please see section 'net gain (loss) on lease terminations and net gain (loss) on the sales of assets'.
The voyage expenses and commissions increased by 23% or $(32.2) million, to $(174.3) million for the year ended December 31, 2024, compared to $(142.1) million for 2023. This increase is primarily attributed to an increase in bunker related expenses and other voyage-related expenditures.
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, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
| Net gain on sale of assets (including impairment on non-current assets held for sale) |
|
635,017 |
|
372,444 |
|
262,573 |
|
70% |
Net gain on sale of assets (including impairment on non-current assets held for sale). Net gain (loss) increased by 70%, or $262.6 million, to a net gain of $635.0 million for the year ended December 31, 2024, compared to a net gain of $372.4 million for 2023.
The net gain on the sale of assets amounted to $635.0 million in 2024, resulting from gains from the sale of the following vessels:
•13 VLCCs from the Frontline agreement: total of $372.7 million
•ULCC Oceania: $34.8 million
•VLCCs Noble, Nectar and Newton: $79.0 million
•Container vessel CMA CGM Baikal: $15.6 million
•Suezmaxes Sapphira and Statia: $61.4 million
•Suezmaxes Selena, Cap Victor and Cap Felix: $71.1 million
•Corporate: $0.4 million
The net gain on sale of assets of $372.4 million in 2023, represents the aggregate of a gain of $22.1 million recorded on the sale of the Suezmax Cap Charles, a gain of $27.1 million recorded on the sale of the VLCC Nautica and a total gain of $323.3 million on the sale of 11 VLCC tankers related to the agreement between two reference shareholders CMB NV and Frontline plc/Famatown Finance Ltd.
Vessel operating expenses
Vessel 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 vessels. For more information about our crew and technical management, we refer to Item 4 "Information on the company", Section "B. Business Overview" - "B.04. Technical and Commercial Management of our vessels".
The following table sets forth our vessel operating expenses for the years ended December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
Total tankers operating expenses |
|
150,252 |
|
|
231,033 |
|
|
(80,781) |
|
|
(35) |
% |
Total dry bulk vessels operating expenses |
|
12,367 |
|
|
— |
|
|
12,367 |
|
|
— |
|
Total container vessels operating expenses |
|
5,720 |
|
|
— |
|
|
5,720 |
|
|
— |
|
Total chemical tankers operating expenses |
|
9,828 |
|
|
— |
|
|
9,828 |
|
|
— |
|
Total crew transfer vessels operating expenses |
|
21,304 |
|
|
— |
|
|
21,304 |
|
|
— |
|
Total other operating expenses |
|
175 |
|
|
— |
|
|
175 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
| Total vessel operating expenses |
|
199,646 |
|
|
231,033 |
|
|
(31,387) |
|
|
(14) |
% |
Total vessel operating expenses decreased by (14)%, or $(31.4) million, to $199.6 million during the year ended December 31, 2024, compared to $231.0 million for 2023. In 2024, these expenses were lower compared to 2023, mainly resulting from the sale of 24 VLCCs to Frontline, partially offset by the acquisition of CMB.TECH as per February 2024.
General and administrative expenses
The following table sets forth our general and administrative expenses for the years ended December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
| General and administrative expenses |
|
77,766 |
|
|
62,532 |
|
|
15,234 |
|
|
24 |
% |
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 24%, or $15.2 million, to $77.8 million for the year ended December 31, 2024, compared to $62.5 million for 2023.
This increase was mainly due to the acquisition of CMB.TECH in February 2024.
Depreciation and amortization expenses
The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
| Depreciation and amortization expenses |
|
166,029 |
|
|
221,040 |
|
|
(55,011) |
|
|
(25) |
% |
Depreciation and amortization expenses decreased by 25%, or $(55.0) million, to $166.0 million for the year ended December 31, 2024, compared to $221.0 million for 2023.
The decrease is mainly due to the sale of vessels during the fourth quarter of 2023 and during 2024.
Net finance expenses
The following table sets forth our finance expenses for the years ended December 31, 2024 and 2023:
Recognized in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
$ Change |
% Change |
| Interest income |
|
15,895 |
|
|
20,620 |
|
(4,725) |
|
(23) |
% |
Dividends |
|
1,050 |
|
|
— |
|
1,050 |
|
100 |
% |
Income on recycling hedges from Other Comprehensive Income ("OCI") into profit & loss ("P&L") |
|
— |
|
|
25,749 |
|
(25,749) |
|
100 |
% |
| Change in fair value of fuel derivatives recognized in P&L |
|
— |
|
|
3,210 |
|
(3,210) |
|
(100) |
% |
| Foreign exchange gains |
|
21,744 |
|
|
17,590 |
|
4,154 |
|
24 |
% |
| Finance income |
|
38,689 |
|
|
67,168 |
|
(28,479) |
|
(42) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense on financial liabilities measured at amortized cost |
|
(145,562) |
|
|
(132,268) |
|
(13,294) |
|
10 |
% |
| Interest leasing |
|
(275) |
|
|
(631) |
|
356 |
|
(56) |
% |
| Change in fair value of fuel derivatives recognized in P&L |
|
— |
|
|
(8,276) |
|
8,276 |
|
(100) |
% |
| Fair value adjustment on interest rate swaps |
|
— |
|
|
37 |
|
(37) |
|
(100) |
% |
| Other financial charges |
|
(9,249) |
|
|
(13,513) |
|
4,264 |
|
(32) |
% |
| Foreign exchange losses |
|
(14,253) |
|
|
(17,246) |
|
2,993 |
|
(17) |
% |
| Finance expense |
|
(169,339) |
|
|
(171,897) |
|
2,558 |
|
(1) |
% |
|
|
|
|
|
|
|
| Net finance expense recognized in profit or loss |
|
(130,650) |
|
|
(104,729) |
|
(25,921) |
|
25 |
% |
Finance income was lower during the year ended December 31, 2024 compared to December 31, 2023 which is mainly due to the positive impact realized in 2023 on the unwinding of the interest rate swaps following the repayment and the termination of financial liabilities.
Finance expenses slightly decreased in the year ended December 31, 2024 compared to December 31, 2023. This is mainly due to an increase in interest expenses on financial liabilities fully offset by a decrease in change in fair value of fuel derivatives recognized through P&L and other financial charges. The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses related to sale and leaseback financing.
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, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
| Share of results of equity accounted investees |
|
920 |
|
|
(927) |
|
|
1,847 |
|
|
(199) |
% |
The result of the equity accounted investees increased by 199%, or $1.8 million, to $0.9 million for the year ended December 31, 2024, compared to a result of $0.9 million for 2023. We attribute the increase mainly to the acquisition of CMB.TECH Enterprises in February 2024.
More details can be found under Note 27 - Investments.
Income tax benefit/(expense)
The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2024 and 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (USD in thousands) |
|
2024 |
|
2023 |
|
$ Change |
|
% Change |
| Income tax benefit (expense) |
|
(1,893) |
|
|
(6,009) |
|
|
4,116 |
|
|
(68) |
% |
The income tax expenses decreased by 68%, or $4.1 million, to $1.9 million for the year ended December 31, 2024, compared to an expense of $6.0 million for 2023.
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 vessels and other capital expenditures through a combination of cash generated from operations, equity capital, bonds, 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 vessels, within the different segments in which we are active, 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. Being a diversified shipping company mitigates the cyclical nature of the industry by ensuring more stable revenue streams and reducing vulnerability to fluctuations in supply and demand within a single segment.
Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. We hold cash and cash equivalents primarily in U.S. dollars with some balances held in British Pounds, Euros and to a limited degree other currencies.
As of December 31, 2024 and December 31, 2023, we had $38.9 million and $429.4 million in cash and cash equivalents, respectively.
Our short-term liquidity requirements relate to payment of operating costs (including dry docking 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. We generally receive revenues from time charters and bareboat charters monthly in advance. We receive revenues from FSO service contracts monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of December 31, 2024 and December 31, 2023, we had $83.1 million and $88.4 million in available syndicated credit lines.
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 bonds and notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements. As of December 31, 2024 and December 31, 2023, we had $308.6 million and $813.4 million in available committed secured revolving credit facilities, respectively.
Net cash from (used in) operating activities during the year ended December 31, 2024 was $459.1 million, compared to $837.4 million during the year ended December 31, 2023. 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 vessel rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2024 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, 2024 and December 31, 2023, our total indebtedness was $2,622.3 million and $930.7 million respectively. The increase in 2024 was mainly a result of expenditures in connection with our acquisition of CMB.TECH Enterprises in February 2024.
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, issuing bonds 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,
2024 |
|
December 31,
2023 |
CMB.TECH Credit Facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $1,290.0 Million Senior Secured Credit Facility |
|
750,000 |
|
415,725 |
| $182.5 Million Senior Secured Credit Facility |
|
167,250 |
|
— |
| $150.0 Million Sustainability-linked Senior Secured Credit Facility |
|
148,727 |
|
124,809 |
| $129.8 Million Senior Secured Credit Facility |
|
25,950 |
|
— |
| $41.8 Million Senior Secured Credit Facility |
|
— |
|
— |
| €151.2 Million Senior Secured Credit Facility |
|
86,925 |
|
— |
| €154.7 Million Sustainability-linked Senior Secured Credit Facility |
|
34,276 |
|
— |
| $152.0 Million Senior Secured Credit Facility – CEXIM I |
|
72,504 |
|
— |
| $280.0 Million Senior Secured Credit Facility – CEXIM II |
|
189,216 |
|
— |
| $224.0 Million Senior Secured Credit Facility – CEXIM III |
|
115,733 |
|
— |
| €77.9 Million Senior Secured Credit Facility |
|
43,921 |
|
— |
| €1.25 Million Unsecured Credit Line Facility |
|
1,299 |
|
— |
| €1.25 Million Unsecured Credit Line Facility |
|
1,299 |
|
— |
| €8.8 Million Senior Secured Credit Facility |
|
8,228 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Credit Line Facilities |
|
|
|
|
| Credit Lines |
|
27,500 |
|
— |
|
|
|
|
|
| Senior unsecured bond |
|
|
|
|
| Senior Unsecured Bond |
|
200,000 |
|
200,000 |
|
|
|
|
|
| Treasury notes program |
|
|
|
|
| Treasury Notes Program |
|
63,009 |
|
87,806 |
|
|
|
|
|
| Other borrowings |
|
|
|
|
| Other borrowings |
|
700,076 |
|
75,740 |
|
|
|
|
|
| Total interest bearing debt |
|
2,635,913 |
|
904,080 |
CMB.TECH 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 ("Nordea"), as Agent and Security Agent. This facility initially 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. On June 30, 2024, the facility was amended and restated to reflect an increased commitment at that time of $173.4 million and to incorporate the newbuild term loan facility in the revolving credit facility. On September 30, 2024, we repaid the transition term loan facility in full as we refinanced vessels under this tranche by the $182.5 Million Senior Secured Credit Facility.
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 Capitalization. As of December 31, 2024 and December 31, 2023, the outstanding balances on this facility were $750.0 million and $415.7 million, respectively.
$182.5 million senior secured credit facility
On September 27, 2024, we entered into a $182.5 million senior secured amortizing facility comprising a revolving credit facility of up to $72.5 million to refinance the transition term loan facility under the $1,290.0 Million Senior Secured Credit Facility. The financing had been concluded with Hamburg Commercial Bank, which as of December 27, 2024 syndicated $32.5 million to Danske Bank. This facility bears interest at SOFR plus a margin of 2.20% - 2.80% per annum. The margin is reset every quarter depending on the Loan-To-Value ratio. As of December 31, 2024, the outstanding balance under this facility was $167.3 million.
€80.0 million unsecured credit line facility
On April 7, 2021, we entered into an €80 million ($88.4 million) unsecured revolving credit facility. We concluded this facility 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. The facility has a duration of a minimum of three years, with two one-year extension options. We subsequently exercised these extension options and the facility will mature on April 7, 2026. As of December 31, 2024 and December 31, 2023, the outstanding balance under this facility was $27.5 million and $0.0 million.
$161.0 million sustainability-linked senior secured credit facility
On June 21, 2022, we entered into a $150 million senior secured amortizing term loan facility to finance the acquisition of the 50% ownership in the FSO joint ventures. We concluded the the facility with ING and ABN Amro who were also the supporting banks in the existing facility. At the same time we repaid the existing facilities for the FSO joint venture companies which were maturing in July 2022 and September 2022 (see Note 26). On September 2, 2024, we amended and restated the facility to reflect an increased commitment at that time of $45.0 million. The facility carries a rate of daily compounded SOFR plus a margin of 2.15% with a margin adjustment of plus or minus 10 bps. The facility is linked to our sustainability performance. The commercial terms include a reduction of the interest rate when we achieves 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, 2024 and December 31, 2023, the outstanding balance under this facility was $148.7 million compared to $124.8 million, respectively.
$129.8 million senior secured credit facility
On July 22, 2024, we entered into a $129.8 million ECA covered senior secured amortizing loan facility to finance two newbuilding Suezmax vessels that also features a predelivery finance component. The facility was guaranteed with insurance cover by the Export - Import Bank of Korea ("KEXIM"). DNB acted as agent in the facility and KEXIM joined as a Mandated Lead Arranger. The facility carries an interest rate of SOFR plus a margin of 1.28% to 1.73% and has a duration of 12 years as from delivery of the respective vessel. As of December 31, 2024, the outstanding balance under this facility was $26.0 million.
$41.8 million senior secured credit facility
On October 20, 2024, we entered into a $41.8 million senior secured amortizing loan facility to finance one newbuilding Newcastlemax vessel. We concluded the facility with KfW, and it carries a rate of CME Term SOFR plus a margin of 2.00%. The facility has a duration of eight years as from delivery of the vessel. As the vessel is only assumed to be delivered at the end of 2025, nothing was outstanding as of December 31, 2024.
€151.2 million senior secured credit facility
On October 9, 2023, we entered into a credit facility of €100.1 million ($103.9 million) with BNP Paribas Fortis SA/NV for the financing of two CSOVs currently under construction that also features a predelivery finance component and an upsize term loan facility. The facility was guaranteed with a Atradius insurance cover. The facility has a term of 12 years as from delivery of the respective vessels and carries an interest of Euribor plus a margin of 1.00%. We concmide the upsize facility of €51.1 million ($53.1 million) on November 28, 2024, and it covers the financing of another CSOV. As of December 31, 2024, $86.9 million was outstanding under this facility.
€154.7 million sustainability-linked senior secured credit facility
On August 3, 2023, we entered into a credit facility of €50.1 million ($52.1 million) with Société Générale for the financing of the first CSOV currently under construction that also features a predelivery finance component and an upsize term loan facility. The facility was guaranteed with an Atradius insurance cover. The facility has a term of 12 years as from delivery of the vessel and carries an interest of Euribor plus a margin of 0.90%. We concluded the upsize facility of €104.6 million ($108.7 million) on September 30, 2024, and covers the financing of two other CSOVs. As of December 31, 2024, $34.3 million was outstanding under this facility.
$152.0 million senior secured credit facility – CEXIM I
On February 2, 2022, we entered into a credit facility of $152.0 million for the financing of initially four 6000 TEU container vessels that also features a predelivery finance component. Following the sale of two of these 6000 TEU container vessels, the facility has been reduced to $76.0 million. We concluded the facility with CEXIM and it is guaranteed with a Sinosure insurance cover. The facility has a term of 12 years as from delivery of the respective vessels and carries a rate of daily compounded SOFR plus a margin of 2.06%. As of December 31, 2024, the outstanding balance under this facility was $72.5 million.
$280.0 million senior secured credit facility – CEXIM II
On September 26, 2022, we entered into a credit facility of $280 million for the financing of initially two 6000 TEU container vessels, four Newcastlemax dry bulk vessels and one chemical tanker that also features a predelivery finance component. Following the cancellation of the newbuild contracts on the 6000 TEU container vessels, the facility has been reduced to $201.4 million. We concluded the facility with CEXIM, and it is guaranteed with a Sinosure insurance cover. The facility has a term of 12 years as from delivery of the respective vessels and carries a rate of daily compounded SOFR plus a margin of 2.06%. As of December 31, 2024, the outstanding balance under this facility was $189.2 million.
$224.0 million senior secured credit facility – CEXIM III
On May 8, 2024, we entered into a credit facility of $224.0 million for the financing five Newcastlemax dry bulk vessels that also features a predelivery finance component. We concluded the facility with CEXIM, and it is guaranteed with a Sinosure insurance cover. The facility has a term of 12 years as from delivery of the respective vessels and carries a rate of CME Term SOFR plus a margin of 2.06%. As of December 31, 2024, the outstanding balance under this facility was $115.7 million.
€77.9 million senior secured credit facility
On June 23, 2021, Windcat Workboats Holdings Ltd. and Windcat Workboats BV as joint and several borrowers entered into a revolving credit facility of €77.9 million ($81.0 million) of which €20.0 million ($20.8 million) for newbuildings. The facility has been concluded with KBC and Belfius, has a term of six years and bears an interest of Euro Interbank Offered Rate ("EURIBOR") plus a margin of 3,25%. As of December 31, 2024, the outstanding balance under this facility was $43.9 million.
€1.25 million unsecured credit line facility
On March 2, 2023, Windcat Workboats International BV and Windcat Workboats Holdings Ltd. entered into an €1.25 million ($1.3 million) unsecured revolving credit facility. We concluded this new facility with KBC Bank NV ("KBC"). The facility has no pre-determined maturity but can be terminated upon providing a 30-day notice. As of December 31, 2024, the outstanding balance under this facility was $1.3 million.
€1.25 million unsecured credit line facility
On May 16, 2023, Windcat Workboats International BV entered into an €1.25 million ($1.3 million) unsecured revolving credit facility. We concluded this new facility with Belfius. The facility has no pre-determined maturity but can be terminated upon providing a 30-day notice. As of December 31, 2024 the outstanding balance under this facility was $1.3 million.
€8.8 million senior secured credit facility
On March 10, 2022, we entered into a €8.8 million ($9.1 million) senior secured amortizing term loan facility to finance the acquisition of the Hydrotug. We concluded the facility with Société Générale, and it carries a rate of Euribor plus a margin of 1.10%. The facility has a duration of 10 years as from delivery of the vessel. As of December 31, 2024, the outstanding balance under this facility was $8.2 million.
$200.0 million senior unsecured bond
On September 2, 2021, we successfully placed $200 million senior unsecured bonds. The bonds, issued by Euronav Luxembourg and guaranteed by CMB.TECH NV, mature in September 2026 and carry a coupon of 6.25%. The bonds are listed on the Oslo Stock Exchange. We amortized the related transaction costs of $3.3 million over the lifetime of the instrument using the effective interest rate method. We used the net proceeds from the bond issue for general corporate purposes and/or refinancing of a previous $200 million bond. DNB Markets, Nordea, SEB and Arctic Securities AS acted as joint bookrunners in connection with the placement of the bond issue.
€150.0 million Treasury Notes Program
On June 6, 2017, we entered into an agreement ("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 and December 11, 2024, we amended the agreement to (i) increase the maximum outstanding amount to €150.0 million, (ii) appoint KBC as additional dealer for the program and (iii) update the information memorandum. 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, 2024 and December 31, 2023, the outstanding balances under this program was $63.0 million (€60.2 million) and $87.8 million (€79.1 million), respectively. The Treasury Notes are issued on an as needed basis with different durations not exceeding one year, and initial pricing is set to 60 basis points over EURIBOR.
Other borrowings
Other borrowings include amongst others bareboat leases entered into after January 1, 2019. A bareboat charter is by its nature a financing instrument, most of the characteristics of a bareboat charter are identical to a classic ship finance agreement. We consider these transactions for all intents and purposes to be financing arrangements.
$153.8 million leasing facility - Cedar & Cypres
On December 4, 2023, we entered into a sale and leaseback agreement with Ocean Yield for the Suezmax Cypres. The vessel was sold and 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 CME 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, we did not account for this transaction for as a sale but CMB.TECH 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, 2024, and December 31, 2023, the outstanding amount was $71.96 million and $76.5 million respectively. At the end of the bareboat contract, we have a purchase obligation of $7.39 million. The lessee may, as from 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.
On December 4, 2023, we entered into a sale and leaseback agreement with Ocean Yield for the Suezmax Cedar. We sold the vessel and leased back the vessel under a 14-year bareboat contract. We delivered the vessel to her new owner on January 10, 2024. Terms and conditions are similar to the agreement for the Suezmax Cypres. As of December 31, 2024, the outstanding amount was $72.3 million.
$41.4 million leasing facility - CMA CGM Etosha
On November 18, 2022, we entered into a sale and leaseback agreement for the 6000 TEU container vessel CMA CGM Etosha. We sold and leased back the vessel under a 15-year bareboat contract at a rate equal to an amortization element varying between $11,175, $10,925, $10,675, $10,375 and $10,125 per day. In accordance with IFRS, we dit not account for this transaction as a sale, but CMB.TECH Netherlands BV as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $41.4 million. As of December 31, 2024, the outstanding amount was $40.8 million. At the end of the bareboat contract, the owners have an owner’s sales option at $4.0 million. The lessee may, at any time on and after the third 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.
$45.0 million leasing facility - CMA CGM Zingaro
On November 30, 2023, we entered into a sale and leaseback agreement for the 6000 TEU container vessel CMA CGM Zingaro. We will sell and lease back the vessel under a 15-year bareboat contract at a rate equal to an amortization element of $9,150 per day per vessel and an interest element based on CME Term SOFR plus 200 basis points. In accordance with IFRS, we will not account for this transaction as a sale, but CMB.TECH Netherlands BV as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $45.0 million. As of December 31, 2024, the outstanding amount was $42.9 million.
At the end of the bareboat contract, the owners have an owner’s sales option at $4.0 million. The lessee may, at any time on and after the third 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.
$40.0 million leasing facility - CMYZ0121
On July 22, 2024, we entered into a sale and leaseback agreement for the 25,000 dwt stainless steel chemical tanker with hull number CMYZ0121. We will sell and lease back this vessel under a 15-year bareboat contract at a rate equal to an amortization element of $9,150 per day per vessel and an interest element based on CME Term SOFR plus 200 basis points. In addition, this agreement also features a predelivery finance component where installments 2, 3 and 4 will be fully financed. In accordance with IFRS, we will not account for this transaction as a sale, but CMB.TECH Netherlands BV as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $40.0 million. As of December 31, 2024, the outstanding amount was $4.3 million. At the end of the bareboat contract, the owners have an owner’s sales option at $7.1 million. The lessee may, at any time on and after the second 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.
$40.0 million leasing facility - CMYZ0122
On October 29, 2024, we entered into a sale and leaseback agreement for the 25,000 dwt stainless steel chemical tanker with hull number CMYZ0122. We will sell and lease back this vessel under a 15-year bareboat contract at a rate equal to an amortization element of $9,150 per day per vessel and an interest element based on CME Term SOFR plus 200 basis points. In addition, this agreement also features a predelivery finance component where installments 2, 3 and 4 will be fully financed. In accordance with IFRS, we will not account for this transaction as a sale but CMB.TECH Netherlands BV as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $40.0 million. As of December 31, 2024, the outstanding amount was $4.3 million. At the end of the bareboat contract, the owners have an owner’s sales option at $7.1 million. The lessee may, at any time on and after the second 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.
$594.9 million leasing facility - OCY I
On December 5, 2022, we entered into a sale and leaseback agreement for the financing of 10 (of which five have been cancelled) Newcastlemax dry bulk vessels to be built at Beihai Shipyard with Ocean Yield (OCY). We will sell and lease back these vessels under a 15-year bareboat contract at a rate equal to $9,018 per day per vessel and an interest element based on CME Term SOFR plus 421 basis points. Amounts drawn during the construction period carry an interest of 8% during the first year and 7% during the second year. As of December 31, 2024, the outstanding amount was $76.8 million. CMB.TECH Netherlands BV may, at any time on and after the fourth anniversary, notify the owners of charterers' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.
$118.8 million leasing facility - OCY II
On May 26, 2023, we entered into a sale and leaseback agreement for the financing of two (of which one has been cancelled) Newcastlemax dry bulk vessels to be built at Beihai Shipyard with Ocean Yield (OCY). We will sell and lease back the vessels under a 15-year bareboat contract at a rate equal to $9,018 per day per vessel and an interest element based on CME Term SOFR plus 421 basis points. Amounts drawn during the construction period carry an interest of 9%. As of December 31, 2024, the outstanding amount was $12.8 million. The lessee 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.
$115.2 million leasing facility - OCY III
On May 26, 2023, we entered into a sale and leaseback agreement for the financing of two Newcastlemax dry bulk vessels to be build at Beihai Shipyard with Ocean Yield (OCY). We will sell and lease back these vessels under a 15-year bareboat contract at a rate equal to $9,299 per day per vessel and an interest element based on CME Term SOFR plus 421 basis points. Amounts drawn during the construction period carry an interest of 9%. As of December 31, 2024, the outstanding amount was $117.2 million. The lessee may, at any time on and after the fourth anniversary, notify the owners the charterer's intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.
$156.4 million leasing facility – CMB FL I
On October 13, 2022, we entered into a sale and leaseback agreement for five 25,000 dwt stainless steel chemical tankers with CMB FL. We sold and leased back these vessels under a 10-year bareboat contract at a rate equal to an amortization element of $131,666.67 per month per vessel and an interest element based on CME Term SOFR plus 300 basis points. In addition, this agreement also features a predelivery finance component where the third and fourth installment were financed. As of December 31, 2024, the outstanding amount was $150.2 million. The lessee may, at any time on and after the fourth anniversary, notify the owners the charterer's intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.
$99.9 million leasing facility – CMB FL II
On December 14, 2022, we entered into a sale and leaseback agreement for two Newcastlemax vessels with CMB FL. We sold and leased back these vessels under a 10-year bareboat contract at a rate equal to an amortization element of $224,983.33 per month per vessel and an interest element based on CME Term SOFR plus 280 basis points. In addition, this agreement also features a predelivery finance component where installments 3, 4 and 5 were fully financed. As of December 31, 2024, the outstanding amount was $97.8 million. The lessee may, at any time on and after the fourth anniversary, notify the owners the charterer's intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.
$96.4 million leasing facility – CMB FL III
On December 19, 2023, we entered into a sale and leaseback agreement for two newbuild 180,000 dwt Newcastlemax vessels with CMB FL. We will sell and lease back these vessels under a 10-year bareboat contract at a rate equal to an amortization element of $226,500 per month per vessel and an interest element based on CME Term SOFR plus 250 basis points. In addition, this agreement also features a predelivery finance component for the pre-delivery installments. As of December 31, 2024, the outstanding amount was $6.4 million. The lessee may, at any time on and after the fourth anniversary, notify the owners the charterer's intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.
$102.4 million leasing facility
On February 2, 2024, we entered into a credit facility of $102.4 million for the financing of two newbuild Newcastlemax vessels that also feature a predelivery finance component. We concluded the facility with Bank of Communications Financial Leasing Co., Ltd.. The facility has a term of 10 years from delivery of the respective vessels and carries a rate of CME Term SOFR plus a margin of 2.45%. As of December 31, 2024, the outstanding balance under this facility was $6.4 million. The lessee 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.
Our secured indebtedness is secured by a CMB.TECH NV guarantee when the indebtedness is not taken at the level of the parent. This is applicable for the following facilities, as of December 31, 2024:
–$150.0 Million Sustainability-linked Senior Secured Credit Facility
–$41.8 Million Senior Secured Credit Facility
–€151.2 Million Senior Secured Credit Facility
–€154.7 Million Sustainability-linked Senior Secured Credit Facility
–€77.9 Million Senior Secured Credit Facility
–Cedar & Cypres sale and leaseback
–CMA CGM Etosha sale and leaseback
–CMYZ0121 sale and leaseback
–CMYZ0122 sale and leaseback
–OCY sale and leaseback I
–OCY sale and leaseback II
–OCY sale and leaseback III
–€1.6 Million Senior Secured Credit Facility – TSM Windcat 54 (BRED)
–€1.6 Million Senior Secured Credit Facility – TSM Windcat 54 (CIC)
–€3.5 Million Senior Secured Credit Facility – TSM Windcat 56
–€2.8 Million Senior Secured Credit Facility – TSM Windcat 59 (BPI)
–€2.8 Million Senior Secured Credit Facility – TSM Windcat 59 (CIC)
For the following facilities of the Company, the guarantee is provided by CMB as of December 31, 2024:
–$152.0 Million Senior Secured Credit Facility – CEXIM I
–$280.0 Million Senior Secured Credit Facility – CEXIM II
–$224.0 Million Senior Secured Credit Facility – CEXIM III
–CMA CGM Zingaro sale and leaseback
–$156.4 Million Leasing facility – CMBFL I
–$99.9 Million Leasing facility – CMBFL II
–$96.4 Million Leasing facility – CMBFL III
–$102.4 Million Leasing facility
–€9.5 Million Senior Secured Credit Facility – FRS
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.
We are currently in compliance with all financial covenants under our debt instruments, however in the case of certain covenants, such as the stockholders’ equity to total assets ratio, which was 30.5% as of December 31, 2024, there is only a minimum threshold below which we would trigger an event of default on our debt.
We monitor compliance with these covenants continually and consider the risk of default to be low based on current projections and the availability of timely mitigating actions. In the event of a covenant breach, many of our financing agreements also provide grace or remedy periods during which we may take corrective actions to restore compliance. Such corrective actions may include, but are not limited to:
–posting additional collateral;
–partial repaying outstanding debt to reduce leverage;
–infusing equity capital;
–implementing other measures that would positively influence the ratio.
In addition to the measures described above, the Company has taken the strategic and structural steps to enhance its covenant flexibility and financial resilience. In March and April 2025, the Company acquired approximately 49% of the outstanding common shares of Golden Ocean, thereby consolidating its operational and asset base.
Furthermore, in order to finance the acquisition, the Company entered into a new bridge facilities agreement totaling $1.4 billion, which introduces financial covenants based on adjusted asset values rather than book values, providing a more industry-aligned measure of leverage and capital adequacy. The Company is also actively engaged in bringing its existing covenant framework in line with industry practice, particularly with respect to the use of adjusted book values and fair value-based metrics. These actions form part of the Company’s ongoing effort to ensure that its capital structure and covenant framework remains aligned with the volatile and asset-sensitive market environment.
Failure to take such actions to resolve a breach within the specified cure period or secure a waiver, however, may result in an event of default, potentially leading to debt acceleration, enforcement of security interests, or cross-defaults in other loan agreements or instruments. Consequently, we maintain a forward-looking liquidity forecast, conduct regular stress testing, and closely monitors covenant headroom. Additionally, we actively engage with key financing partners to ensure flexibility in the event of unexpected changes in circumstances.
–negotiating amendments or temporary waivers with lenders and In connection to the senior secured FSO loan of $150.0 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 1.1 times.
The bank loan of Windcat is subject to following covenant: cash and cash equivalents are not less than EUR 45.000 multiplied by the number of CTVs owned.
The facilities under which CMB is still acting as a guarantor are still subject to the CMB Group covenants:
–cash is not less than $20 million,
–cash and cash equivalents is not less than $700.000 multiplied by the aggregate number of vessels owned, time chartered or bare boat chartered by any member of the CMB Group,
–the ratio of net funded debt to total capitalization is not more than 70%, and
–stockholders' equity is not less than $375 million.
Additionally, most of these financing agreements also include a loan to value test covenant.
All existing financing arrangements, including the bonds, contain a change of control clause, which is triggered if a shareholder would acquire more than 50% of the shares or voting rights in CMB.TECH NV. In certain existing financing arrangements (e.g., €80,000,000 facility agreement) the threshold would be more than 30% of the shares or voting rights in CMB.TECH NV.
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 some 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. 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, 2024 and December 31, 2023, we were in compliance with all of the covenants contained in our debt agreements.
Guarantees
Not applicable.
Recent developments
On December 31, 2024, we sold the Suezmax Cap Lara for $33.2 million. We accounted for the vessel as a non-current asset held for sale as at December 31, 2024, and has a carrying value of $14.4 million. The sale generates a capital gain of $18.8 million and was recognized upon delivery to the new owner on March 10, 2025.
On January 7, 2025, we took delivery of Newcastlemax Mineral Portugal.
On January 9, 2025, FRS Windcat Offshore Logistics Limited entered into a €22.9 million ($23.8 million) senior secured amortizing term loan facility which replaces the €9.5 Million Senior Secured Credit Facility and will also be used to finance the acquisition of the Hydrocat 55, FRS Windcat 61, FRS Windcat 62, FRS Windcat 64 and FRS Windcat 65. We concluded the facility with Rabobank and it carries a fixed interest rate of 4.15% during the first three years and a floating interest rate of EURIBOR plus a margin, which is still to be determined, thereafter. The facility has a duration of five years.
On January 13, 2025, Windcat Workboats International BV, a subsidiary of CMB.TECH, has ordered a newbuild hydrogen powered (dual fuel) MPHUV with Neptune Construction. Delivery is scheduled end 2025, beginning 2026.
On January 23, 2025, we took delivery of Newcastlemax Mineral Osterreich.
On January 27, 2025, VLCC Alsace has successfully been delivered to its new owner. We accounted for the vessel as a non-current asset held for sale as at December 31, 2024, and had a carrying value of $69.4 million. We recognized the net gain on the vessel amounts to $27.5 million and was recognized upon delivery to her new owners on January 27, 2025.
On February 4, 2025, Ammonia Carrier AS, a subsidiary of CMB.TECH Enterprises, has successfully concluded a pre- and post-delivery multicurrency revolving facility on a 1400 TEU newbuild container vessel for a total commitment of $26.3 million. The facility has a tenor of 7 years as from delivery.
On March 4, 2025, the Company announced that it entered into a share purchase agreement with Hemen Holding Limited ("Hemen") for the acquisition of 81,363,730 shares in Golden Ocean Group Limited ("Golden Ocean") representing approximately 41% of Golden Ocean’s issued and outstanding voting shares at a price of $14.49 per share. The Share Purchase did not trigger a mandatory takeover bid or similar offer in Bermuda, Norway, the United States, or any other jurisdiction. This acquisition is in line with our strategic objective of diversification, and our intent to become a long-term shareholder in Golden Ocean and investing in a modern dry bulk fleet. The initial accounting and determination of goodwill is not yet complete and therefore no details on fair value of assets and liabilities acquired, fair value of consideration transferred nor accounting values can be disclosed, including existence of contingent liabilities. For more information, please see CMB.TECH NV's Schedule 13D, filed with the SEC on March 11, 2025.
On March 4, 2025, we entered into a $1.4 billion bridge facilities agreement with KBC Bank NV, Crédit Agricole CIB and Société Générale in view of the acquisition of shares in Golden Ocean. The bridge facilities agreement has an initial term of 9 months with the possibility to extend its term twice with an additional six months
On March 12, 2025, CMB.TECH NV, through its subsidiary, purchased from Hemen the 81,363,730 shares in Golden Ocean.
On March 24, 2025, CMB.TECH NV announced that it has signed an agreement with Mitsui O.S.K. Lines, Ltd. (“MOL”) and MOL CHEMICAL TANKERS PTE. LTD. (“MOLCT”) for nine ammonia-powered vessels. These vessels will be among the world's first ammonia-powered Newcastlemax bulk carriers and chemical tankers. The delivery of these ships is expected between 2026 and 2029. This agreement between MOL, MOLCT, and CMB.TECH involves nine ammonia-powered ships. Three ammonia-fitted 210.000 dwt Newcastlemax bulk carriers currently on order at Qingdao Beihai Shipyard will be jointly owned by CMB.TECH and MOL and chartered to MOL for a period of 12 years each. Six chemical tankers - two ammonia-fitted and four ammonia-ready - have been ordered at China Merchants Jinling Shipyard (Yangzhou) by CMB.TECH and chartered to MOLCT for 10 and 7 years each respectively. The Newcastlemaxes will be delivered in 2026 and 2027, while we expect the chemical tankers’ delivery in 2028 and 2029.
On March 26, 2025, we took delivery of CTV Hydrocat 60.
On March 27, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired 7,347,277 additional shares in Golden Ocean in the open market following the Share Purchase. On March 27, 2025, CMB.TECH NV owned an aggregate of 88,711,007 shares in Golden Ocean, representing approximately 44.5% of Golden Ocean's outstanding voting shares.
On April 3, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired 9,689,297 additional shares in Golden Ocean in the open market following the Share Purchase. On April 3, 2025, CMB.TECH NV owned an aggregate of 98,400,304 shares in Golden Ocean, representing approximately 49.4% of Golden Ocean's outstanding voting shares.
On April 7, 2025, CMB.TECH successfully concluded a pre- and post delivery term loan facility for the five VLCC’s that it currently has on order. The total commitment is $392.7 million with a tenor of 2 years (pre-delivery) and 12 years (post-delivery).
C. Research and development, patents and licenses
No formalized research and development policies are in place within the various CMB.TECH divisions. The research and development is taken place in ad hoc collaborations and activities.
The CMB.TECH Marine Division is involved in R&D initiatives, including projects funded by the EU under Horizon Europe. Such activities include:
–OPTIWISE: This project focuses on improving energy savings through wind propulsion and hydrodynamic improvements by installing Ayro soft sails on vessels and optimizing rudder systems for better fuel efficiency. The project aims for significant energy savings, where the next General Assembly was scheduled for summer 2024.
–DT4GS (Digital Twin for Green Shipping): This project aims to create digital twins of ships for improving navigation, machinery and energy management by developing vessel operational profiles and examining the impact of energy-saving devices and alternative fuels. The project will run until 2025.
In the CMB.TECH Marine Division and CMB.TECH Industry Division, subsidiaries of CMB.TECH collaborate with a wide range of OEMs to develop its engines and applications. Such R&D activities are undertaken in a joint venture structure or following a collaboration agreement (Please see "ITEM 4. Information on the Company—B. Business Overview—II. CMB.TECH Industry Division, Partnerships" for further information in this regard).
Patents:
Together with MAN Truck and Bus SE, we filed two joint patent applications for an internal combustion engine and a dual fuel internal combustion engine on March 29, 2023 with the German Patent office.
D. Trend information [1]
The supply and demand patterns for ships continue to have the biggest impact on revenues.
The rate at which a change in demand impacts the demand for vessels depends not only on the nominal change in commodity demand (ton) but also on how the commodity is traded (ton-mile). For example, for the crude oil segment, the market has continued to see a significant uptick in exports emanating from the Gulf of Mexico 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. Demand for crude oil tankers for 2025 in tonne-miles: 10,833 (+1.0%). Demand for container trade in bn TEU-miles for 2025: 1,160.9 (-1.0%). Demand for dry bulk trade in billion tonne-miles for 2025: 32,669 (+1.3%).
The supply of vessels 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 supply is furthermore affected by the average sailing speed (cfr. environmental regulation), port congestions, and adverse weather conditions, Supply crude tanker fleet million dwt for 2025: 467.3 (+1.0%). Supply container fleet in million TEU for 2025: 32.7 (+5.8%). Supply dry bulk fleet in million dwt for 2025: 1065.2 (+3.0%).
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 whether the volatility of the sector. Please see "Item 4. Information on the Company—B. Business Overview—Industry and Market Conditions.
[1] Own data analysis basis Clarksons SIN
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 2024.
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. 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 CMB.TECH NV, De Gerlachekaai 20, 2000 Antwerp, Belgium.
Supervisory Board members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
|
Age |
|
Position |
|
Date of Expiry of Current Term |
| Marc Saverys |
|
71 |
|
Chairman of the Supervisory Board |
|
Annual General Meeting 2026 |
| Patrick De Brabandere |
|
66 |
|
Non-Independent Director* |
|
Annual General Meeting 2026 |
| Julie De Nul |
|
43 |
|
Independent Director |
|
Annual General Meeting 2025 |
| Patrick Molis |
|
67 |
|
Independent Director |
|
Annual General Meeting 2026 |
| Catharina Scheers |
|
57 |
|
Independent Director |
|
Annual General Meeting 2026 |
| Bjarte Bøe |
|
68 |
|
Non-Independent Director* |
|
Annual General Meeting 2026 |
*Non-Independent Director according to Belgian standards (not NYSE standards). Please see "Board Practices" below for more information.
Marc Saverys - Non-Independent Member - Chairman
Mr. Marc Saverys serves on the Supervisory Board since the Special General Meeting ("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 Company. 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 in 1991 and was Managing Director of CMB 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 the Company, 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
Mr. 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 Golden Ocean.
Julie De Nul - Independent Member
Mrs. Julie De Nul serves on the Supervisory Board since the Annual General Meeting ("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 and Nomination Committee. Mrs. 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 serves on the Supervisory Board since the SGM of November 21, 2023. He 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 and serves on the board of Golden Ocean. He has previously served as member of the Board of Directors of Euronav Luxembourg (1995-2001), Euronav NV (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 serves on the Supervisory Board since the SGM of November 21, 2023. She 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. She is currently also a member of the board of directors of BSF (Belgian 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 serves on the Supervisory Board since the SGM of November 21, 2023. He 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 Enterprises (named CMB.TECH at the time) from April 2021 until February 2022. He is a serving board member of Eika Group (a Norwegian savings bank group) since April 2023. He is Chairman of Merkantilbygg (a Norwegian property company) since August 2024. He was Chairman of Ellos AB (a Swedish retail company) during the restructuring from July 2024 until October 2024. He is Chairman of Jøtul (a Norwegian wood stove producer) since January 2025 (under restructuring).
Management Board Members
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
|
Age |
|
Position |
|
Date of Expiry of Current Term |
Alexander Saverys |
|
47 |
|
Chief Executive Officer |
|
Not applicable |
Ludovic Saverys |
|
42 |
|
Chief Financial Officer |
|
Not applicable |
Michael Saverys |
|
43 |
|
Chief Chartering Officer |
|
Not applicable |
Maxime Van Eecke |
|
44 |
|
Chief Commercial Officer |
|
Not applicable |
Benoit Timmermans |
|
64 |
|
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. 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 the Company on the Management Board as Chief Financial Officer as of November 22, 2023. Ludovic Saverys is the Chief Financial Officer of CMB 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 until 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 until 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 the Company as Chief Chartering Officer on November 22, 2023. Michael Saverys is member of the Company's 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 Business School 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 the Company as Chief Commercial Officer on November 22, 2023. He is a member of the Company's Management Board. He started his career as Legal Counsel for the CMB group of companies 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 of companies 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.
Benoit Timmermans - Chief Strategy Officer
Benoit Timmermans joined the Company 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 2024 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 |
|
| Marc Saverys |
€160,000 |
€40,000 |
€0 |
€0 |
€0 |
€0 |
€0 |
€0 |
€0 |
€0 |
€200,000 |
|
| Patrick De Brabandere |
€60,000 |
€40,000 |
€40,000 |
€20,000 |
€5,000 |
€10,000 |
€0 |
€0 |
€0 |
€0 |
€175,000 |
|
| Julie De Nul |
€60,000 |
€40,000 |
€0 |
€0 |
€7,500 |
€5,000 |
€5,000 |
€5,000 |
€0 |
€0 |
€122,500 |
|
| Catharina Scheers |
€60,000 |
€40,000 |
€20,000 |
€20,000 |
€5,000 |
€10,000 |
€0 |
€0 |
€7,500 |
€5,000 |
€167,500 |
|
| Patrick Molis |
€60,000 |
€40,000 |
€20,000 |
€20,000 |
€0 |
€0 |
€7,500 |
€10,000 |
€0 |
€0 |
€157,500 |
|
| Bjarte Boe |
€60,000 |
€40,000 |
€0 |
€0 |
€0 |
€0 |
€5,000 |
€10,000 |
€5,000 |
€5,000 |
€125,000 |
|
| Total |
€460,000 |
€240,000 |
€80,000 |
€60,000 |
€17,500 |
€25,000 |
€17,500 |
€25,000 |
€12,500 |
€10,000 |
€947,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B.2. Compensation of the Management Board Members
Remuneration of Management Board Members for the previous financial year (2023)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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
Remuneration of Management Board Members for the reported financial year (2024)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
Position |
Fixed remuneration |
One-year variable remuneration (1) |
Extra ordinary items |
Pension |
Total Remuneration |
Proportion of fixed remuneration |
Proportion of variable remuneration |
|
|
Base monthly Remuneration |
Director Fees |
Fringe benefits |
|
|
|
|
|
|
Alexander Saverys represented by Hof ter Polder BV |
CEO |
€20,833 |
€0 |
€0 |
€83,332 |
|
|
€333,328 |
75% |
25% |
Ludovic Saverys represented by Succavest NV |
CFO |
€20,833 |
€0 |
€0 |
€83,332 |
|
|
€333,328 |
75% |
25% |
Michael Saverys represented by Gemadi BV |
Chief Chartering Officer |
€20,833 |
€0 |
€0 |
€83,332 |
|
|
€333,328 |
75% |
25% |
Maxime Van Eecke represented by Mavecom CommV |
Chief Commercial Officer |
€20,833 |
€0 |
€0 |
€83,332 |
|
|
€333,328 |
75% |
25% |
| Benoit Timmermans represented by Blacksquare BV |
Chief Strategy Officer |
€20,833 |
€0 |
€0 |
€83,332 |
|
|
€333,328 |
75% |
25% |
(1) Discretionary bonus: 4 months Base monthly Remuneration.
C. Board practices
Effective as of February 20, 2020, the Company'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. The NYSE and Belgian law (Euronext Brussels) have different "independence" standards with respect to a company's directors. Under NYSE listing rules, our Supervisory Board has determined that each of Messrs. De Brabandere, Molis and Bøe and Mss. De Nul and Scheers is independent. Under Belgian law, our Supervisory Board has determined that each of Ms. De Nul, Mr. Molis and Ms. Scheers is independent.
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 Rule 10A-3 of the Exchange Act of 1934, as amended (the "Exchange Act") and NYSE rules): 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 (all three members of whom are independent under NYSE rules): 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 (all three members of whom are independent under NYSE rules): 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, 2024, we employed approximately 252 onshore employees (2023: 216 and 2022: 198) based in our offices in Belgium, The Netherlands, France, U.K., Namibia, Greece, Hong Kong and Singapore. The fleet was manned by approximately 2,500 seagoing officers and crew (2023; 2,933 and 2022: 2,752).
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.
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."
F. Equity Incentive Plan
Prior years' long term incentive plans
All long term incentive plans granted to members of the Management Board in prior years have all been vested in accordance with the plan rules, ultimately in 2023. Part of the vesting was triggered by change of control clauses. Detailed information is available in prior years' annual reports on Form 20-F of the Company.
Long term incentive plan
On November 22, 2023 the Remuneration Committee advised that additional elements such as LTIP's and bonuses were to be discussed in a later stage. All previously existing LTIP plans terminated at the end of 2023 following the change in control
F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation.
Not applicable.
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, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholder |
|
Number |
|
Percentage (1) |
CMB NV |
|
178,726,458 |
|
81.23 |
% |
Saverco NV |
|
24,400 |
|
0.01 |
% |
CMB.TECH (treasury shares) |
|
25,807,878 |
|
11.73 |
% |
Other |
|
15,465,977 |
|
7.03 |
% |
(1)Calculated based on 220,024,713 ordinary shares outstanding as of April 1, 2025 (of which the Company holds 25,807,878 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 the minimum disclosure threshold of 5% of the Company's issued voting share capital, shareholders are required to notify the Company and the FSMA of such change as soon as possible and in any event within four trading days. 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 than CMB NV, 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 "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.
Properties
Both CMB.TECH 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, 2025.
CMB.TECH Industry NV leases a warehouse in Antwerp from MCA Facilities NV, a 100% subsidiary of CMB NV, pursuant to a lease agreement dated July 1, 2023. This lease has no expiry date.
Commercial agreements
Not applicable.
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
We are currently involved in three 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 advisory services provided by RMK Maritime ("RMK"). RMK has commenced legal proceedings in the London High Court against CMB.TECH NV seeking US$12,993,720 in damages in relation to unpaid advisory services provided by RMK to CMB.TECH NV concerning its merger with Gener8 in 2016 and 2017. RMK is 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, CMB.TECH NV's Defense was served on December 29, 2022 and RMK's Reply was served thereafter. Cash security for CMB TECH's costs has been partially posted with the remainder due on April 1, 2025 The case is developing and witness statements have been exchanged; the case is due to be heard before the court in May, 2025.
The second claim relates to the deal concluded with Frontline. A writ of summons before the Enterprise Court of Antwerp on behalf of CMB NV was served on April 8, 2024. Similar summons was served on CMB.TECH NV on the same day. The various entities involved on the Frontline side are also being sued. Introductory hearings took place on June 4, 2024, when the Court set the procedural agenda giving each party in turn the opportunity to file written proceedings up to March 2026 and providing for oral pleadings on May 4 and 11, 2026. The claim of FourWorld and courts in the Antwerp Enterprise Court runs more or less parallel with FourWorld's earlier claim before the Markets Court in Brussels, namely the annulment of three decisions taken by the Company's general assembly: the sale of 24 tankers by Euronav to Frontline, the termination of the arbitration procedure between CMB.TECH NV and Frontline and the take-over of CMB.TECH ENTERPRISES group by CMB.TECH NV. Damages are provisionally estimated at one EUR pending a final budget. We estimate the merits of FourWorld's claim to be low and regard their claims as nuisance. This claim before the Antwerp Enterprise 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 Markets Court of the Brussels Court of Appeal in Belgium. In March, 2024, both courts rejected all FourWorld's requests to suspend CMB NV's mandatory offer. Consequently, no further proceedings are pending in New York. Before the Markets Court in Brussels, the case on the merits was decided on September 6, 2024. This decision led to the opening of the bid by the Company at the original price increased with $0.52.
Thirdly, we are currently party to a number of arbitration proceedings related to the vessel Oceania, in London, Singapore and Malaysia. As part of one of the proceedings the vessel Oceania was arrested and to secure the release of the vessel the Company posted a cash security of MYR210 million (approximately US $46 million) with the High Court of Malaysia. Hearings are scheduled for August or September this year, with a possibility for the Company to appeal which would bring the case well into 2026.
Considering the facts and circumstances of the case and external as well as internal advice from counsel, we believe that it is not more likely than not that an outflow of resources will be required to settle any obligation and that consequently no provision needs to be accounted for at the moment.
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.
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.
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."
B. Significant changes
Please see Note 29 - 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, 2025, 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 began trading on Euronext Brussels on December 1, 2004 and on the NYSE on January 23, 2015 under the symbol "EURN" and as of July 15, 2024, we began trading on both exchanges under the symbol "CMBT". 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 "CMBT".
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.
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 (Antwerp)).
The following is a description of the material terms of our current Coordinated Articles of Association (CAA) (amended as of July 2, 2024). 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 is filed as Exhibit 1.1 to this annual report and our CAA as amended of July 2,2024 which is filed as Exhibit 1.2 to this annual report.
Purpose
Our objectives are set forth in Section I, Article 3 of our CAA. 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 under 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 under 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 transfer 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 this procedure, the shares to be transferred would be debited from the Belgian Register or the U.S. Register, as applicable, and canceled from the holder's securities account there, 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 transfer of shares between registers 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 https://cmb.tech/ for instructions on how to transfer your shares between registers 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 ".
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, or the 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 this annual report.
Our CAA provide that our Supervisory Board shall consist of at least five and maximum ten members. Our Supervisory Board currently consists of six 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
Our 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 generally 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 (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.
A shareholder of shares which are tradable on the NYSE 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 on our website https://cmb.tech.
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 CAA, 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 the 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 the minimum disclosure threshold of 5% of the Company's issued voting share capital, shareholders are required to notify the Company and the FSMA, of such change as soon as possible and in any event within four trading days. 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 sale of our own shares
Article 13 of our CAA 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 a special general meeting of the Company's shareholders 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. Shares that the Company acquires are held in treasury and are not allowed to vote.
Anti-takeover effect of certain provisions of our Articles of Association
Our CAA 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.
Limitations on the right to own securities
Neither Belgian law nor our CAA 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 or those 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 entities, 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 Code, judicial decisions, administrative pronouncements and existing and proposed regulations issued by the United States Department of the Treasury (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 CMB.TECH 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. 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.-Belgian Tax 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 U.S.-Belgian Tax Treaty. We believe that we satisfy the requirements for exemption under the U.S.- Belgian Tax Treaty for our 2024 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, (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, ("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 relying exclusively on the 50% Ownership Test. 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 ("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 ("trading volume test"). We believe we satisfied the trading frequency and trading volume tests for the 2024 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 ("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 have a significant 5% Shareholder that owns more than 50% of our ordinary shares. Therefore, the 5 Percent Override Rule is triggered. Provided that there are sufficient beneficial owners and we satisfy certain other requirements, we may be able to treat the 5% Shareholder as a qualified 5% Shareholder. We expect to satisfy the exception from the 5 Percent Override Rule, and therefore should be eligible to for the exemption under Section 883 of the Code.
We believe that we and each of our subsidiaries qualify for exemption under Section 883 of the Code for our 2024 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% Shareholders 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% Shareholders, there are sufficient 5% Shareholders that are 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 our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Shareholders 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.
We and/or one or more of our subsidiaries (collectively referred to as “we” for purposes of this paragraph) may also, or in the alternative, qualify for benefits of the U.S.-Belgium Treaty, which would also exempt us from U.S. federal income tax. Whether we so qualify depends, among other things, on whether we satisfy the limitation on benefits article of the U.S.-Belgium Treaty. In particular, we would generally satisfy the limitation on benefits article if we can establish that we are engaged in the active conduct of a trade or business in Belgium, our U.S. source shipping income is derived in connection with, or is incidental to, such trade or business, and such trade or business activity in Belgium is substantial in relation to our trade or business activity in the United States. Additionally, we may also be able to satisfy the limitation on benefits article of the U.S.-Belgium Treaty if we can establish that our principal class of shares is regularly traded on a recognized stock exchange, such as the NYSE. Given the legal and factual uncertainties in making the foregoing determination, there can be no assurance that we will qualify for exemption from tax under the U.S.-Belgium Treaty, or that the IRS or a court of law will agree with our determination in this regard.
Therefore, if we cannot qualify for benefits under the U.S.-Belgium Treaty or satisfy the requirements of Section 883 of the Code, we would be subject to United States taxation on our U.S. source shipping income.
Taxation in the absence of treaty benefits or 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 ("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.
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 U.S.-Belgian Tax 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.
Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) CMB.TECH is 50% or more owned, by vote or value, by U.S. persons and (b) at least 10% of CMB.TECH'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 CMB.TECH's earnings and profits from sources within the U.S. for such taxable year divided by the total amount of CMB.TECH'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 10% 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 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.
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 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 (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.
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 ("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.
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 ("PE") 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.
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 which is carried out in accordance with the Belgian Code of Companies and Associations, will be deemed to be derived proportionally (i) from the fiscal capital of the Company and (ii) from certain existing taxed reserves (irrespective of whether they are incorporated into the capital) and/or of the tax-free reserves incorporated into the capital. Only the part of the capital reduction that is deemed to be paid out of the fiscal capital may, subject to certain conditions, not be considered as a dividend distribution. 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. 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. 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 833 (amount applicable for income year 2024, EUR 859 for income year 2025) 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 2026 in relation to financial years starting on or after January 1, 2025, 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 in Belgium.
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. Please note that the Belgian government announced a tax reform which also includes more strict rules to apply the Dividend Deduction Regime. On the date of this form 20-F, no draft bill implementing the tax reform was published.
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 ("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.
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 833 (amount applicable for income year 2024 - EUR 859 for income year 2025) 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. 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.
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 European Economic Area ("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. The U.S. – Belgium Tax Treaty provides for a reduced withholding tax or a withholding tax exemption, if certain conditions are met (see above). 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 KMO Centrum Specifieke Materies – Team 6 – Kruidtuinlaan 50, mailbox 3429, 1000 Brussels, Belgium or foreigners.team6@minfin.fed.be.
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. Please note that the Belgian government recently announced to introduce a capital gains tax of 10%. This tax has still to be implemented in Belgian law. On the date of the Form 20-F, no draft bill has been published.
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.
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. 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 July 15 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 Belgian 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.
Application of the Tonnage Tax Regime to the Company
The Belgian Ministry of Finance approved CMB.TECH NV's 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. On 16 April 2024, the Belgian Ruling Commission formally confirmed that the Company can apply the Tonnage Tax Regime as of January 1, 2024 for a period of 10 years.
Furthermore, the Belgian Ministry of Finance approved CMB.TECH BELGIUM NV's application on January 17, 2023 for beneficial tax treatment of her vessel operations income. This Tonnage Tax Regime is granted for 10 years and can be renewed for an additional 10-year period in 2033.
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 value added tax ("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 was scheduled for June 2024, with an envisaged entry into force as of January 1, 2026. However, the negotiations are currently at a standstill.
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 Base Erosion and Profit Shifting ("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. 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 harbor rules. Countries may introduce domestic minimum taxes.
We have determined that the global minimum top-up tax, which is required to be paid under Pillar Two legislation, is an income tax in the scope of IAS 12. We have 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. The impact for the group was assessed and it was concluded that a limited top – up tax was applicable for 2024. An advance payment to cover for the estimated top up tax was made in December 2024 by the ultimate parent entity.
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 was 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 January 10, 2025, the Council Directive (EU) 2025/50 on faster and safer relief of excess withholding taxes (“FASTER”) was published in the EU's Official Journal.
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.
The Directive has to be implemented into national legislation by December 31, 2028. The national rules will have to become applicable from January 1, 2030.
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 https://cmb.tech. 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: CMB.TECH NV, De Gerlachekaai 20, 2000 Antwerp, Belgium, Telephone: +32 3 247 44 11.
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. Since July 1, 2023 all amounts borrowed under the credit facilities bear interest at a rate equal to SOFR or EURIBOR 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 or EURIBOR would have increased our interest expense for the year ended December 31, 2024 by approximately $14.0 million ($13.8 million in 2023).
Currency risk
We are exposed to currency risk related to our operating expenses and treasury notes expressed in euros. In 2024, about 29.6% of the total operating expenses were incurred in euros (2023: 18.6%). Revenue and financial instruments are expressed in U.S. dollars only. A 10 percent strengthening of the Euro against the dollar at December 31, 2024 would have decreased our profit or loss by $19.7 million (2023: $13.4 million). A 10 percent weakening of the euro against the dollar at December 31, 2024 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. We employ a robust risk management framework to evaluate and address customer risk effectively. Through a detailed assessment, we evaluate 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 us to adapt to evolving risks, ensuring prudent business relationships.
Market risk
Historically, the shipping markets have been volatile due to numerous factors affecting the price, supply and demand for vessel capacity across different segments. Changes in global trade patterns, geopolitical events, regulatory developments and macroeconomic conditions can materially impact our revenues, profitability and cash flows. In the tanker market, fluctuations in demand for oil transportation over longer distances, changes in global refinery capacity and shifts in trade flows significantly influence freight rates. A substantial portion of our tanker fleet is exposed to the spot market, where volatility can have a direct impact on earnings. The container shipping market is driven by global consumer demand, port congestion, supply chain disruptions and fleet capacity. Periods of high volatility, as seen in recent years, can lead to significant swings in freight rates and vessel utilization. In the dry bulk market, earnings are influenced by demand for commodities such as iron ore, coal and grain, as well as seasonal variations and fleet supply. Market fluctuations can be exacerbated by macroeconomic conditions, trade policies and weather-related disruptions. The chemical tanker market is impacted by the production and distribution of petrochemicals, specialty chemicals and biofuels. Demand is linked to industrial activity and regulatory changes, while the supply side is affected by fleet renewal and environmental regulations. The offshore wind market is subject to policy support for renewable energy, project financing and technological advancements. Demand for CSOVs and installation vessels is closely tied to offshore wind farm developments and construction timelines. Market risks include regulatory uncertainty, supply chain constraints and fluctuations in project execution schedules. Every increase (decrease) of $1,000 on a spot freight market (VLCC, Suezmax, Newcastlemax, coaster, container, chemical tanker and CSOV) per day would have increased (decreased) profit or loss by $14.5 million in 2024 (2023: $20.3 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.
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, 2024. 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 International Accounting Standards Board. 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, 2024 based on the provisions of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), in 2013.
As permitted by SEC guidance, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting excluded the internal controls of CMB.TECH Enterprises, which was acquired on February 8, 2024. The operations of CMB.TECH Enterprises are included in the Company’s consolidated financial statements for the year ended December 31, 2024, and represented approximately 46.5% of the Company’s consolidated total assets and 21.1% of total revenues as of and for the year then ended.
Based on its assessment, management concluded that, excluding the internal control over financial reporting of the acquired entity described above, the Company maintained effective internal control over financial reporting as of December 31, 2024, 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
CMB.TECH NV
Antwerp, Belgium
Opinion on Internal Control over Financial Reporting
We have audited CMB.TECH NV’s (the “Company’s”) internal control over financial reporting as of December 31, 2024, 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, 2024, 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, 2024 and 2023, the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and our report dated April 9, 2025 expressed an unqualified opinion thereon.
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 “Item 15B, 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.
As indicated in the accompanying “Item 15B, Management’s Annual Report on Internal Control over Financial Reporting”, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of CMB.TECH Enterprises NV, which was acquired on February 8, 2024, and which is included in the consolidated statement of financial position of the Company as of December 31, 2024, and the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for the year then ended. CMB.TECH Enterprises NV constituted 46.5% and 57.7% of total assets and net assets, respectively, as of December 31, 2024, and 21.1% and 1.3% of revenues and net income, respectively, for the year then ended. Management did not assess the effectiveness of internal control over financial reporting of CMB.TECH Enterprises NV because of the timing of the acquisition which was completed on February 8, 2024. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of CMB.TECH Enterprises NV.
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
Antwerp, Belgium
April 9, 2025
D. Changes in internal control over financial reporting
In connection with the acquisition of CMB's subsidiary, at the time named CMB.TECH NV (now CMB.TECH Enterprises), we are in the process of integrating CMB.TECH Enterprises into our operations and evaluating any associated changes to our internal control over financial reporting. While this integration is ongoing, we have implemented additional review and reconciliation procedures to ensure the accuracy of financial reporting related to CMB.TECH Enterprises.
Management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of CMB.TECH Enterprises, which we acquired on February 8, 2024. This entity is included in our consolidated financial statements and constituted 46.5% of total assets and 21.1% of revenues as of and for the year ended on December 31, 2024.
Other than the integration-related procedures described above, there were no changes in our internal control over financial reporting during the period covered by this 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 December 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
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 https://cmb.tech. We will also provide a hard copy of our code of conduct free of charge upon written request of a shareholder.
Our code of conduct is also filed as Exhibit 11.1 to this annual report.
Shareholders may also request a copy of our code of conduct at no cost, by writing or telephoning us at the following address:
CMB.TECH NV, De Gerlachekaai 20, 2000 Antwerp, Belgium.
Telephone: +32 3 247 44 11
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES
In accordance with the provisions mentioned in Article 27 of our CAA, the Company’s independent auditor is appointed by the general shareholders’ meeting for a renewable period of three years.
Our principal accountants for the years ended December 31, 2023 and 2024 were BDO Bedrijfsrevisoren BV/SRL (BDO) - BDO Réviseurs d'Entreprises (PCAOB ID: 1432), located at Da Vincilaan 9 E.6, Zaventem, B1930, Belgium.
The following table sets forth the fees related to audit, tax and other services provided by BDO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in U.S. dollars) |
|
December 31, 2024 |
|
December 31, 2023 |
| Audit fees |
|
2,090,730 |
|
|
1,914,792 |
|
| Audit-related fees |
|
— |
|
|
— |
|
| Taxation fees |
|
— |
|
|
19,250 |
|
| All other fees |
|
3,478 |
|
|
78,365 |
|
| Total |
|
2,094,208 |
|
|
2,012,408 |
|
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 2024 audit fees include fees for the legally required review procedures with regard to the third-quarter interim dividend which is related to one of its subsidiaries as well as the contributions in kind for four of its subsidiaries. Additionally, they include the audit of the opening balance sheet of CMB.TECH Enterprises following its acquisition, regulatory required related party procedures regarding the sale of five Suezmax vessels, agreed upon procedures on European Market Infrastructure Regulation ("EMIR") reporting, and the preliminary assessment in view of the first year of sustainability reporting.
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).
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 CMB.TECH NV 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 CMB.TECH 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 TUKA & International.
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. The Supervisory Board approved all services provided by our principal auditors in 2024 and 2023 were approved by the Supervisory 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
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Independence of Directors
The NYSE requires that a U.S. listed company maintain a majority of independent directors. Our Supervisory Board currently consists of six members. The NYSE and Belgian law have different "independence" standards with respect to a company's directors. Under NYSE listing rules, our Supervisory Board has determined that each of Mrs. De Brabandere, Molis and Bøe and Mss. De Nul and Scheers is independent. Under Belgian law, our Supervisory Board has determined that each of Ms. De Nul, Mr. Molis and Ms. Scheers is independent.
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.
Compensation Committee and Nominating/Corporate Governance Committee
The NYSE requires that a listed U.S. company has 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 under NYSE standards. 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 has 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, https://cmb.tech, 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 NYSE and Section 10D and Rule 10D-1 of the Exchange Act, 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. Our Supervisory Board administers our Clawback Policy and has discretion, in accordance with the applicable laws, rules and regulations, to determine how to seek recovery. Our "Clawback Policy" is filed as Exhibit 4.46 to this annual report.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING DISCLOSURE
We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our
securities by directors, senior management and employees that are reasonably designed to promote compliance with
applicable insider trading laws, rules and regulations, and any applicable listing standards.
The "Insider Trading Policy - Dealing Code" is filed as Exhibit 2.3 to this annual report.
ITEM 16K. CYBERSECURITY
We are is actively working towards establishing ourselves as a trustworthy resilient shipping organization giving high priority to cybersecurity. Throughout 2024, the heightened awareness on cybersecurity matters within the Company 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 and information technology ("IT") systems, implementing corresponding mitigating actions.
Our IT organization continually monitors for threats using a variety of tools, processes and third-party auditing. A dedicated Chief Information Security Officer role was put in place during 2024 to ensure continuous attention on this. Next to that, a third party organization has installed a "Security Information and Event Management" / "Security Operations Center" to monitor and respond security incidents.
When threats are identified, our Computer Security Incident Response Team is activated to contain, eradicate and recover from the incident swiftly and methodically.
We place 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 with an emphasis on all kinds of phishing techniques.
Our fleet endeavors 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 attempt to achieve our cybersecurity goals through:
Practical cybersecurity:
–Implementation of standards-based, cost-effective, repeatable and scalable cybersecurity solutions to secure data and digital infrastructure.
Cyber compliance:
–Employing methods and tools to ensure compliance with cybersecurity best practices and regulatory frameworks.
Vulnerability scans :
–To enhance our cybersecurity posture, we have also incorporated regular vulnerability scans into our cybersecurity strategy.
–These scans play a pivotal role in identifying and addressing potential weaknesses, contributing to the overall resilience of our systems and data protection measures.
–This proactive approach ensures that our cybersecurity initiatives remain adaptive and responsive to the evolving threat landscape.
Centralized management and monitoring:
–Implementing a remote management and monitoring platform to gain a comprehensive overview of the fleet.
–Providing secure, monitored and recorded remote access to all IT infrastructure, including vessel assets, all user endpoint devices and other active network components.
Commitment to cybersecurity audit of the IT landscape by external partner
–On a yearly basis, a cybersecurity audit is planned, including a vulnerability scan on year one and a Penetration testing (better known as PEN testing) on year two.
–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"):
–We have deployed an EDR solution for continuous monitoring and response to advanced threats on all endpoints in or connecting to the CMB.TECH IT landscape. An escalation matrix to action critical and high impact incidents is put in place to ensure consistent coverage and actioning of these incidents.
–Establishing centralized dashboards for on-shore and off-shore visibility into endpoint security status and alerts.
Governance on cybersecurity strategy, continuous improvement and incident response
–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 IT Steering Committee and follow up on implementation is done in subsequent IT Steering Committees.
–Cybersecurity incidents classified as critical and having financial impact are communicated immediately to all members of the IT Steering Committee by our Chief Information and Security Officer ("CISO").
–Within our IT organization, 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:
–include all members of the Management Board;
–our Internal Audit team;
–Operations Director;
–Technical Director;
–Chief Technology Officer ("CTO");
–our Head of Accounting;
–our Heads of business;
–and our Head of IT.
Our Head of IT is responsible for assessing and managing all risks from cybersecurity threats, assisted by the CISO reporting to the Head of IT. Our CISO is qualified to assess all risks from cybersecurity threats.
All detected cybersecurity incidents in 2024 were 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.
We remain steadfast in our commitment to fortifying its cybersecurity posture, embracing technological advancements, and fostering a secure environment for its maritime and land-based operations.
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 annual report.
The report of KPMG Bedrijfsrevisoren BV / KPMG Réviseurs d’Entreprises SRL (PCAOB ID: 1050) is set forth on page F-4 and are filed as a part of this annual report.
ITEM 19. EXHIBITS
|
|
|
|
|
|
|
|
|
Exhibit No. |
Description |
|
|
|
|
| 1.1 |
|
|
|
|
|
| 1.2 |
|
|
|
|
|
| 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 |
|
|
|
|
|
| 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 |
|
|
|
|
|
| 4.41 |
|
|
|
|
|
| 4.42 |
|
|
|
|
|
| 4.43 |
|
|
|
|
|
| 4.44 |
|
|
|
|
|
| 4.45 |
|
|
|
|
|
| 4.46 |
|
|
|
|
|
| 8.1 |
|
|
|
|
|
| 11.1 |
|
|
|
|
|
| 12.1 |
|
|
|
|
|
| 12.2 |
|
|
|
|
|
| 13.1 |
|
|
|
|
|
| 13.2 |
|
|
|
|
|
| 15.1 |
|
|
|
|
|
| 15.2 |
|
|
|
|
|
| 101 |
Inline Interactive Data Files |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
(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.
(13)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2023 and incorporated by reference herein.
(14)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2024 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.
|
|
|
|
|
|
|
|
|
| |
CMB.TECH NV |
| |
|
|
| |
|
|
| |
|
|
| |
By: |
/s/ Ludovic Saverys |
| |
|
Name: Ludovic Saverys
Title: Chief Financial Officer
|
| Date: April 9, 2025 |
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
CMB.TECH NV
Antwerp, Belgium
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of CMB.TECH NV (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards (IFRS) 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, 2024, 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 9, 2025 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 audits. 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 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.
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 the 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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of impairment indicators for vessels in the Marine division
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 Marine division as of December 31, 2024.
We identified the assessment of the potential impairment indicators over the carrying value of vessels included in the Marine division as a critical audit matter. As discussed in Note 2 to the consolidated financial statements, the net carrying value of vessels in the Marine division (vessels and assets under construction) amounts to $3.246 million representing 83% 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 raw materials supply and demand trends, and changes in the extent and manner in which vessels are expected to be used. 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 raw materials 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.
/s/ BDO Bedrijfsrevisoren BV
We have served as the Company's auditor since 2023.
Antwerp, Belgium
April 9, 2025
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Supervisory Board CMB.Tech NV (formerly known as Euronav NV):
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows of CMB.TECH NV (formerly known as Euronav NV) and subsidiaries (the Company) for the year 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 results of the Company’s operations and its cash flows for the year 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 audit. 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 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.
/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
Consolidated Statement of Financial Position
(in thousands of USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, 2024 |
|
December 31, 2023 |
| ASSETS |
|
|
|
|
| Non-current assets |
|
|
|
|
| Vessels (Note 8) |
|
2,617,484 |
|
|
1,629,570 |
|
| Assets under construction (Note 8) |
|
628,405 |
|
|
106,513 |
|
| Right-of-use assets (Note 8) |
|
1,910 |
|
|
32,936 |
|
| Other tangible assets (Note 8) |
|
21,628 |
|
|
644 |
|
| Prepayments (Note 8) |
|
1,657 |
|
|
— |
|
| Intangible assets (Note 9) |
|
16,187 |
|
|
14,194 |
|
| Receivables (Note 11) |
|
75,076 |
|
|
2,888 |
|
Investments (Note 27) |
|
61,806 |
|
|
518 |
|
| Deferred tax assets (Note 10) |
|
10,074 |
|
|
280 |
|
|
|
|
|
|
| Total non-current assets |
|
3,434,227 |
|
|
1,787,543 |
|
|
|
|
|
|
| Current assets |
|
|
|
|
Inventory (Note 12) |
|
26,500 |
|
|
22,511 |
|
| Trade and other receivables (Note 13) |
|
235,883 |
|
|
307,111 |
|
| Current tax assets |
|
3,984 |
|
|
869 |
|
| Cash and cash equivalents (Note 14) |
|
38,869 |
|
|
429,370 |
|
|
|
305,236 |
|
|
759,861 |
|
|
|
|
|
|
Non-current assets held for sale (Note 3) |
|
165,583 |
|
|
871,876 |
|
|
|
|
|
|
| Total current assets |
|
470,819 |
|
|
1,631,737 |
|
|
|
|
|
|
| TOTAL ASSETS |
|
3,905,046 |
|
|
3,419,280 |
|
|
|
|
|
|
|
|
|
|
|
| EQUITY and LIABILITIES |
|
|
|
|
|
|
|
|
|
| Equity |
|
|
|
|
| Share capital (Note 15) |
|
239,148 |
|
|
239,148 |
|
| Share premium (Note 15) |
|
460,486 |
|
|
1,466,529 |
|
| Translation reserve |
|
(2,045) |
|
|
235 |
|
| Hedging reserve (Note 15) |
|
2,145 |
|
|
1,140 |
|
| Treasury shares (Note 15) |
|
(284,508) |
|
|
(157,595) |
|
| Retained earnings |
|
777,098 |
|
|
807,916 |
|
|
|
|
|
|
| Equity attributable to owners of the Company |
|
1,192,324 |
|
|
2,357,373 |
|
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
| Bank loans (Note 17) |
|
1,450,869 |
|
|
362,235 |
|
| Other notes (Note 17) |
|
198,887 |
|
|
198,219 |
|
| Other borrowings (Note 17) |
|
667,361 |
|
|
71,248 |
|
| Lease liabilities (Note 17) |
|
1,451 |
|
|
3,363 |
|
| Other payables (Note 19) |
|
— |
|
|
146 |
|
| Employee benefits (Note 18) |
|
1,060 |
|
|
1,669 |
|
| Provisions (Note 22) |
|
— |
|
|
274 |
|
Deferred tax liabilities (Note 10) |
|
438 |
|
|
— |
|
|
|
|
|
|
| Total non-current liabilities |
|
2,320,066 |
|
|
637,154 |
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
| Trade and other payables (Note 19) |
|
79,591 |
|
|
124,013 |
|
| Current tax liabilities |
|
9,104 |
|
|
4,768 |
|
| Bank loans (Note 17) |
|
201,937 |
|
|
166,124 |
|
Consolidated Statement of Financial Position
(in thousands of USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other notes (Note 17) |
|
3,733 |
|
|
3,733 |
|
| Other borrowings (Note 17) |
|
95,724 |
|
|
92,298 |
|
| Lease liabilities (Note 17) |
|
2,293 |
|
|
33,493 |
|
| Provisions (Note 22) |
|
274 |
|
|
324 |
|
|
|
|
|
|
| Total current liabilities |
|
392,656 |
|
|
424,753 |
|
|
|
|
|
|
| TOTAL EQUITY and LIABILITIES |
|
3,905,046 |
|
|
3,419,280 |
|
|
|
|
|
|
The accompanying notes on page F-13 to F-119 are an integral part of these consolidated financial statements.
Consolidated Statement of Profit or Loss
(in thousands of USD except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
Jan. 1 - Dec 31, 2024 |
|
Jan. 1 - Dec 31, 2023 |
|
Jan. 1 - Dec 31, 2022 |
| Shipping income |
|
|
|
|
|
|
| Revenue (Note 4) |
|
940,246 |
|
|
1,235,127 |
|
|
854,669 |
|
| Gains on disposal of vessels/other tangible assets (Note 8) |
|
635,019 |
|
|
372,444 |
|
|
96,160 |
|
| Other operating income (Note 4) |
|
50,660 |
|
|
23,316 |
|
|
15,141 |
|
| Total shipping income |
|
1,625,925 |
|
|
1,630,887 |
|
|
965,970 |
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
Raw materials and consumables |
|
(3,735) |
|
|
— |
|
|
— |
|
| Voyage expenses and commissions (Note 5) |
|
(174,310) |
|
|
(142,090) |
|
|
(175,187) |
|
| Vessel operating expenses (Note 5) |
|
(199,646) |
|
|
(231,033) |
|
|
(216,094) |
|
Charter hire expenses |
|
(138) |
|
|
(4,500) |
|
|
(5,769) |
|
| Loss on disposal of vessels/other tangible assets (Note 8) |
|
(2) |
|
|
— |
|
|
(347) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation tangible assets (Note 8) |
|
(163,148) |
|
|
(219,428) |
|
|
(221,576) |
|
Amortisation intangible assets (Note 9) |
|
(2,881) |
|
|
(1,612) |
|
|
(1,021) |
|
Impairment losses |
|
(1,847) |
|
|
— |
|
|
— |
|
| General and administrative expenses (Note 5) |
|
(77,766) |
|
|
(62,532) |
|
|
(51,702) |
|
| Total operating expenses |
|
(623,473) |
|
|
(661,195) |
|
|
(671,696) |
|
|
|
|
|
|
|
|
| RESULT FROM OPERATING ACTIVITIES |
|
1,002,452 |
|
|
969,692 |
|
|
294,274 |
|
|
|
|
|
|
|
|
| Finance income (Note 6) |
|
38,689 |
|
|
67,168 |
|
|
27,140 |
|
| Finance expenses (Note 6) |
|
(169,339) |
|
|
(171,897) |
|
|
(133,009) |
|
| Net finance expenses |
|
(130,650) |
|
|
(104,729) |
|
|
(105,869) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of profit (loss) of equity accounted investees (net of income tax) (Note 27) |
|
920 |
|
|
(927) |
|
|
17,650 |
|
|
|
|
|
|
|
|
| PROFIT (LOSS) BEFORE INCOME TAX |
|
872,722 |
|
|
864,036 |
|
|
206,055 |
|
|
|
|
|
|
|
|
| Income tax benefit (expense) (Note 7) |
|
(1,893) |
|
|
(6,009) |
|
|
(2,804) |
|
|
|
|
|
|
|
|
| PROFIT (LOSS) FOR THE PERIOD |
|
870,829 |
|
|
858,027 |
|
|
203,251 |
|
|
|
|
|
|
|
|
| Attributable to: |
|
|
|
|
|
|
| Owners of the company |
|
870,829 |
|
|
858,027 |
|
|
203,251 |
|
|
|
|
|
|
|
|
| Basic earnings per share (Note 16) |
|
4.44 |
|
|
4.25 |
|
|
1.01 |
|
| Diluted earnings per share (Note 16) |
|
4.44 |
|
|
4.25 |
|
|
1.01 |
|
|
|
|
|
|
|
|
| Weighted average number of shares (basic) (Note 16) |
|
196,041,579 |
|
|
201,901,743 |
|
|
201,747,963 |
|
| Weighted average number of shares (diluted) (Note 16) |
|
196,041,579 |
|
|
201,901,743 |
|
|
201,994,217 |
|
The accompanying notes on page F-13 to F-119 are an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income
(in thousands of USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
Jan. 1 - Dec 31, 2024 |
|
Jan. 1 - Dec 31, 2023 |
|
Jan. 1 - Dec 31, 2022 |
| Profit/(loss) for the period |
|
870,829 |
|
|
858,027 |
|
|
203,251 |
|
|
|
|
|
|
|
|
| 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) |
|
200 |
|
|
(116) |
|
|
942 |
|
|
|
|
|
|
|
|
| Items that are or may be reclassified to profit or loss: |
|
|
|
|
|
|
| Foreign currency translation differences (Note 6) |
|
(2,280) |
|
|
259 |
|
|
(477) |
|
| Cash flow hedges - effective portion of changes in fair value (Note 15) |
|
1,005 |
|
|
(6,164) |
|
|
30,657 |
|
Cash flow hedges - recycling into P&L (Note 15) |
|
— |
|
|
(25,749) |
|
|
— |
|
Equity-accounted investees - share of other comprehensive income (Note 27) |
|
— |
|
|
— |
|
|
159 |
|
|
|
|
|
|
|
|
| Other comprehensive income (expense), net of tax |
|
(1,075) |
|
|
(31,770) |
|
|
31,281 |
|
|
|
|
|
|
|
|
| Total comprehensive income (expense) for the period |
|
869,754 |
|
|
826,257 |
|
|
234,532 |
|
|
|
|
|
|
|
|
| Attributable to: |
|
|
|
|
|
|
| Owners of the company |
|
869,754 |
|
|
826,257 |
|
|
234,532 |
|
The accompanying notes on page F-13 to F-119 are an integral part of these consolidated financial statements.
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, 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 |
|
— |
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,429 |
|
|
— |
|
|
5,429 |
|
Equity-settled share-based payment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(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 |
|
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, 2024 |
|
239,148 |
|
|
1,466,529 |
|
|
235 |
|
|
1,140 |
|
|
(157,595) |
|
|
807,916 |
|
|
2,357,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit (loss) for the period |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
870,829 |
|
|
870,829 |
|
Total other comprehensive income / (expense) |
|
— |
|
|
— |
|
|
(2,280) |
|
|
1,005 |
|
|
— |
|
|
200 |
|
|
(1,075) |
|
Total comprehensive income / (expense) |
|
— |
|
|
— |
|
|
(2,280) |
|
|
1,005 |
|
|
— |
|
|
871,029 |
|
|
869,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions with owners of the company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business combination (Note 26) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(796,970) |
|
|
(796,970) |
|
| Dividends to equity holders (Note 15) |
|
— |
|
|
(1,006,043) |
|
|
— |
|
|
— |
|
|
— |
|
|
(104,877) |
|
|
(1,110,920) |
|
Treasury shares acquired (Note 15) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(126,913) |
|
|
— |
|
|
(126,913) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transactions with owners |
|
— |
|
|
(1,006,043) |
|
|
— |
|
|
— |
|
|
(126,913) |
|
|
(901,847) |
|
|
(2,034,803) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2024 |
|
239,148 |
|
|
460,486 |
|
|
(2,045) |
|
|
2,145 |
|
|
(284,508) |
|
|
777,098 |
|
|
1,192,324 |
|
The accompanying notes on page F-13 to F-119 are an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
(in thousands of USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
|
|
Jan. 1 - Dec 31, 2024 |
|
Jan. 1 - Dec 31, 2023 |
|
Jan. 1 - Dec 31, 2022 |
| Cash flows from operating activities |
|
|
|
|
|
|
| Profit (loss) for the period |
|
870,829 |
|
|
858,027 |
|
|
203,251 |
|
|
|
|
|
|
|
|
| Adjustments for: |
|
(355,549) |
|
|
(40,034) |
|
|
217,545 |
|
| Depreciation of tangible assets (Note 8) |
|
163,148 |
|
|
219,428 |
|
|
221,576 |
|
Amortisation of intangible assets (Note 9) |
|
2,881 |
|
|
1,612 |
|
|
1,021 |
|
| Impairment on non-current assets held for sale (Note 3) |
|
1,847 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
| Provisions |
|
(325) |
|
|
(295) |
|
|
(262) |
|
| Income tax (benefits)/expenses (Note 7) |
|
1,893 |
|
|
6,009 |
|
|
2,804 |
|
Share of profit of equity-accounted investees, net of tax (Note 27) |
|
(920) |
|
|
927 |
|
|
(17,650) |
|
| Net finance expenses (Note 6) |
|
130,650 |
|
|
104,729 |
|
|
105,869 |
|
| (Gain)/loss on disposal of assets (Note 8) |
|
(635,017) |
|
|
(372,444) |
|
|
(95,813) |
|
(Gain)/loss on disposal of subsidiaries (Note 25) |
|
(19,706) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Changes in working capital requirements |
|
39,307 |
|
|
105,881 |
|
|
(82,727) |
|
| Change in cash guarantees (Note 11) |
|
(46,869) |
|
|
12,234 |
|
|
570 |
|
| Change in inventory (Note 12) |
|
5,197 |
|
|
19,132 |
|
|
27,391 |
|
| Change in receivables from contracts with customers (Note 13) |
|
95,930 |
|
|
43,036 |
|
|
(105,538) |
|
| Change in accrued income (Note 13) |
|
7,410 |
|
|
(2,286) |
|
|
(2,941) |
|
| Change in deferred charges and fulfillment costs (Note 13) |
|
(6,065) |
|
|
2,096 |
|
|
1,263 |
|
| Change in other receivables (Note 11 and 13) |
|
3,317 |
|
|
1,163 |
|
|
(4,600) |
|
| Change in trade payables (Note 19) |
|
(14,867) |
|
|
17,336 |
|
|
(1,316) |
|
| Change in accrued payroll (Note 19) |
|
(94) |
|
|
603 |
|
|
(39) |
|
| Change in accrued expenses (Note 19) |
|
(18,999) |
|
|
8,686 |
|
|
(2,808) |
|
| Change in deferred income (Note 19) |
|
6,602 |
|
|
(187) |
|
|
9,998 |
|
| Change in other payables (Note 19) |
|
7,758 |
|
|
263 |
|
|
(2,113) |
|
| Change in provisions for employee benefits (Note 18) |
|
(13) |
|
|
3,805 |
|
|
(2,594) |
|
|
|
|
|
|
|
|
| Income taxes paid during the period |
|
(4,549) |
|
|
(6,675) |
|
|
2,761 |
|
| Interest paid (Note 6-20) |
|
(109,136) |
|
|
(130,375) |
|
|
(99,744) |
|
| Interest received (Note 6-13) |
|
17,112 |
|
|
50,556 |
|
|
11,446 |
|
Dividends from other investments (Note 27) |
|
1,050 |
|
|
— |
|
|
3,021 |
|
|
|
|
|
|
|
|
| Net cash from (used in) operating activities |
|
459,064 |
|
|
837,380 |
|
|
255,553 |
|
|
|
|
|
|
|
|
Acquisition of vessels and vessels under construction (Note 8) |
|
(1,114,907) |
|
|
(337,195) |
|
|
(523,494) |
|
| Proceeds from the sale of vessels (Note 8) |
|
1,718,862 |
|
|
1,206,636 |
|
|
356,730 |
|
| Acquisition of other tangible assets and prepayments (Note 8) |
|
(5,022) |
|
|
(1,407) |
|
|
(164) |
|
| Acquisition of intangible assets (Note 9) |
|
(1,541) |
|
|
(60) |
|
|
(16,582) |
|
| Proceeds from the sale of other (in)tangible assets (Note 8) |
|
2,000 |
|
|
— |
|
|
— |
|
Loans from (to) related parties (Note 27) |
|
(4,485) |
|
|
— |
|
|
32,844 |
|
| Net cash on deconsolidation / sale of subsidiaries |
|
822 |
|
|
— |
|
|
— |
|
Investment in other companies (Note 27) |
|
(45,000) |
|
|
— |
|
|
— |
|
Net cash paid in business combinations and joint ventures (Note 26 and 27) |
|
(1,152,620) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of loans from related parties (Note 26) |
|
(79,930) |
|
|
— |
|
|
(10,215) |
|
| Lease payments received from finance leases |
|
1,591 |
|
|
1,706 |
|
|
2,036 |
|
|
|
|
|
|
|
|
| Net cash from (used in) investing activities |
|
(680,230) |
|
|
869,680 |
|
|
(158,845) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Purchase of) Proceeds from sale of treasury shares (Note 15) |
|
(126,913) |
|
|
— |
|
|
1,080 |
|
| Proceeds from new borrowings (Note 17) |
|
2,722,525 |
|
|
2,694,127 |
|
|
1,270,295 |
|
| Repayment of borrowings (Note 17) |
|
(1,177,328) |
|
|
(2,933,724) |
|
|
(976,670) |
|
| Repayment of commercial paper (Note 17) |
|
(357,171) |
|
|
(458,272) |
|
|
(279,314) |
|
Repayment of sale and leaseback (Note 17) |
|
(54,299) |
|
|
(96,006) |
|
|
(22,667) |
|
| Repayment of lease liabilities (Note 17) |
|
(33,879) |
|
|
(21,942) |
|
|
(25,527) |
|
| Transaction costs related to issue of loans and borrowings (Note 17) |
|
(19,223) |
|
|
(14,530) |
|
|
(5,871) |
|
| Dividends paid (Note 15) |
|
(1,126,683) |
|
|
(630,540) |
|
|
(24,221) |
|
|
|
|
|
|
|
|
| Net cash from (used in) financing activities |
|
(172,971) |
|
|
(1,460,887) |
|
|
(62,895) |
|
|
|
|
|
|
|
|
| Net increase (decrease) in cash and cash equivalents |
|
(394,137) |
|
|
246,173 |
|
|
33,813 |
|
|
|
|
|
|
|
|
Consolidated Statement of Cash Flows
(in thousands of USD)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net cash and cash equivalents at the beginning of the period (Note 14) |
|
429,370 |
|
|
179,929 |
|
|
152,528 |
|
| Effect of changes in exchange rates |
|
3,636 |
|
|
3,268 |
|
|
(6,412) |
|
|
|
|
|
|
|
|
| Net cash and cash equivalents at the end of the period (Note 14) |
|
38,869 |
|
|
429,370 |
|
|
179,929 |
|
|
|
|
|
|
|
|
The accompanying notes on page F-13 to F-119 are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Notes to the consolidated financial statements for the year ended December 31, 2024
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 1 - Material accounting policies
1. Reporting entity
CMB.TECH NV (the "Company") is a company domiciled in Belgium. The address of the Company's registered office is De Gerlachekaai 20, 2000 Antwerp, 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.
CMB.TECH NV is a diversified cleantech maritime group. CMB.TECH NV 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.
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 Enterprises. On February 7, 2024, Euronav held a Special Meeting of Shareholders in which the acquisition was approved.
On October 1, 2024, the name change of Euronav NV to CMB.TECH NV, which was approved by shareholders at the Extraordinary General Meeting of Euronav NV on July 2, 2024, became effective. The Company changed its corporate name to reflect its new strategy focusing on fleet diversification and decarbonization. The Group owns and operates approximately 160 vessels: crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, tugboats and ferries. The Euronav brand remains the brand name of the crude oil tanker and offshore oil activities. CMB.TECH remains listed on Euronext Brussels and the NYSE under the ticker symbol CMBT.
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, 2024.
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 9, 2025.
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
•Investments: equity investments are measured at fair value
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
5. Use of estimates and judgements
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. Judgements
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 11 - Oceania cash security deposit: accounted as long term asset
•Note 17 - Sale and leaseback: accounted for as a sale or a financing transaction
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, the Group 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 continued to apply 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.
Based on the annual re-assessment of the residual value, the residual value for all types of vessels will be adjusted prospectively as from December 31, 2024 onwards. There is no impact on the 2024 consolidated financial statements. Taking into account the fleet composition as per December 31, 2024, the impact on the consolidated statement of profit or loss for the year ending December 31, 2025 will be approximately $10.8 million of lower depreciation. The residual values for the different types of vessel will be re-assessed at December 31, 2025.
•Note 8 - Impairment test: key assumptions underlying the recoverable amount and in particular forecasted TCE, discount rates and residual value;
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
•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 22 - Arbitration proceedings related to the vessel Oceania.
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 2024. 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, 2024.
•Bunkers on the vessels are valued at lower of cost or net realizable value. Positive results were realized in 2024 and the Group expects for 2025 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, 2024.
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.
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
6. Changes in material accounting policies
The accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2024 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2023.
On January 4, 2024, Euronav Shipping NV paid the security deposit of $45.7 million to the High Court of Malaya (Malaysia) as security for the release from arrestation of the vessel Oceania. We refer to accounting policy 9.1.
The Company entered on February 7, 2024 into a share purchase agreement for the acquisition of 100% of the shares in CMB.TECH Enterprises. We refer to accounting policy 7.1.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
On April 18, 2024, the Group has purchased 10% of the shares in Anglo-Eastern Univan Group Limited which has been accounted for as an investment with no significant influence. We refer to accounting policy 9.1. 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, 2024. The Group has not applied any new IFRS requirements that are not yet effective as per December 31, 2024.
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:
•Supplier Finance Arrangements (Amendment to IAS 7 and IFRS 7).
•Lease Liability in a Sale and Leaseback (Amendment to IFRS 16).
•Classification of Liabilities as Current or Non-Current (Amendment to IAS 1).
•Non-current Liabilities with Covenants (Amendment to IAS 1).
The adoption of these new standards and amendments has not led to major changes in the Group’s accounting policies.
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. 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.
The Company entered on February 7, 2024 into a share purchase agreement for the acquisition of 100% of the shares in CMB.TECH Enterprises which was a transaction under common control for which the Company has chosen to apply book value accounting. The Company has opted to apply the book values of CMB.TECH Enterprises as included in CMB's IFRS consolidated financial statements. The Company had the option to restate the 2023 figures, adding CMB.TECH Enterprises as of November 22, 2023, the date CMB obtained control over CMB.TECH, but elected not to restate its 2023 comparatives.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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.
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.
On January 4, 2024, Euronav Shipping NV paid the security deposit of $45.7 million to the High Court of Malaya (Malaysia) as security for the release from arrestation of the vessel Oceania. Considering that the deposit will either be refunded or used to settle any potential future liability which gives the Group the rights to obtain future economic benefits from it, the deposit qualifies as an asset and has been accounted for as a non-current asset as per December 31, 2024 because the Company doesn’t expect an outcome of the ongoing proceedings within the year.
On April 18, 2024, the Group has purchased 10% of the shares in Anglo-Eastern Univan Group Limited which has been classified as an investment subsequently measured at fair value, with changes in fair value recognized through profit or loss. In view of the fact that the investment is a recent acquisition and taking into account that Anglo-Eastern is not a publicly quoted entity, management considered the purchase price as representative for its fair value. At the balance sheet date no impairment indicators were identified following which no fair value adjustment was accounted for in the 2024 financial statements. The fair value of this investment will be re-assessed annually.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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.
Liabilities in sale and leaseback agreements assessed as not being a sale are 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, if applicable.
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).
The Group ensures 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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. In the third quarter of 2024 4 additional IRSs were concluded which have been consolidated into 4 IRSs with effect as from October 23, 2024. 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.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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. 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.
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.
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:
•Internally generated intangible assets: 3 years
•Software: 3 - 5 years
•Customer contracts (service component of the FSO customer contracts): 10 years
Amortization methods, useful lives and residual values are reviewed on a yearly basis 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;
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
•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. 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 that of property and equipment (refer to accounting policy 17).
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:
|
|
|
|
|
|
|
|
|
| - |
vessels |
20 years |
| - |
FSO/FPSO |
30 years |
| - |
CTV's |
15 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 time charter 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
As explained in policy 5.B., management re-assesses on a yearly basis the residual value of its fleet. During 2024, each vessel's residual value was equal to the product of its lightweight tonnage and an estimated net scrap rate of:
|
|
|
|
|
|
|
|
|
| - |
crude oil tanker |
$390/LDT |
| - |
chemical tanker |
$420/LDT |
| - |
dry bulk |
$410/LDT |
| - |
container |
$430/LDT |
The reassessment at the end of 2024 resulted in revised rates which are applicable as from January 1, 2025. The revised net scrap rates are the following:
|
|
|
|
|
|
|
|
|
| - |
crude oil tanker |
$460/LDT |
| - |
chemical tanker |
$470/LDT |
| - |
dry bulk |
$460/LDT |
| - |
container |
$480/LDT |
The same applies to sale and leaseback agreements of the Group. In accordance with IFRS, these transactions were not accounted for as a sale but CMB.TECH as seller-lessee will continue to recognize the transferred assets. The Company has a purchase obligation or purchase option at the end of the contract. The vessels will be depreciated to the end of its useful life using the same residual value as other vessels in the fleet.
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 19), 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.
Vessels
The Group analyzes the following internal and external indicators to assess whether vessels 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;
• 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.
The Group defines its CGU for vessels as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a CGU.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 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, is 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 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.
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. 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. Inventory
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.
Bunker expenses and consumed lubricants are recognized in profit or loss upon consumption.
Inventories of spare parts, raw materials and trucks are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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.
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. 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 the Company and the charterer, the outcome and total compensation received for the delay is not always certain. As such, the Company 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.
16. Gain and losses on disposal of vessels
In view of their importance the Group reports 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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.
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 15.2.). 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-leases, 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 is required to be paid 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. The impact for the Group was assessed and it was concluded that a limited top–up tax was applicable for 2024. An advance payment to cover for the estimated top-up tax was made in December 2024 by the ultimate parent entity.
20. Segment reporting
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 three divisions and eight operating segments: the Marine division, the H2 Infra division and the H2 Industry division. The Marine division consists of 6 operating segments: Euronav, Bocimar, Delphis, Bochem, Windcat, and Port Vessels. Each segment builds, owns, operates and designs a wide range of conventional vessels and low carbon vessels. Euronav is the oil tanker brand, engaged in the marine transportation and storage of crude oil. Bocimar owns and operates bulkers. Delphis specializes in medium-sized container ships. Bochem is an owner and operator of chemical tankers. Windcat is a provider of crew transfer services to the offshore wind industry. Port vessels are vessels to decarbonize maritime activities in and around port areas.
Although not all operating segments meet the definition of a reportable segment in IFRS 8, the Group voluntarily discloses the related information since reported to the CODM in that way. The Group's internal organizational and management structure does not distinguish any geographical segments.
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, 2024 and/or not yet adopted by the European Union as per December 31, 2024 and for which the impact might be relevant:
•IFRS 18 Presentation and Disclosure in Financial Statements*
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new standard introduces the following key new requirements:
◦Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities' net profit will not change.
◦Management defined performance measures (MPMs) are disclosed in a single note in the financial statements.
◦Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
* Not yet endorsed by the EU as of December 31, 2024
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, 2024 and/or not yet adopted by the European Union as per December 31, 2024 are expected to have a material effect on the Group's future financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 2 - Segment reporting
The Group distinguishes three divisions: the Marine division, the H2 Infra division and the H2 Industry division. These three divisions operate in different markets and eight operating segments are identified.
•Marine: the Marine division is the largest division in the Group. It builds, owns, operates and designs a wide range of low and zero-carbon ships and features a fleet with hydrogen-powered vessels such as Crew Transfer Vessels, ferries, Commissioning Service Operations Vessels and tugboats, alongside large bulk carriers, container ships, chemical and crude oil tankers. The Marine division consists of 6 operating segments: Euronav, Bocimar, Delphis, Bochem, Windcat, and Port vessels. For the content of these operating segments, please see item 20 in Note 1.
•H2 Infra: the H2 Infra division is developing and securing the green molecule supply. The Company integrates and manages key technology and infrastructure for the production and distribution of green hydrogen and ammonia.
•H2 Industry: H2 Industry is a provider of scalable dual-fuel industrial applications. Its proven combustion technology enables the company to develop heavy-duty hydrogen-powered applications.
Although not all operating segments meet the definition of a reportable segment in IFRS 8, the Group voluntarily discloses the related information since reported in this way to the CODM.
The segment profit or loss figures and key assets as set out below are presented to the Chief Operating Decision Maker (CODM) and the Management Board on at least a quarterly basis to help the key decision makers in evaluating the respective segments. Following the acquisition of CMB.TECH Enterprises in February 2024, the markets in which the Group operates have expanded. Consequently, the Group has decided to update its segment reporting to reflect these changes. Additionally, please note that the Floating Storage Units (FSOs) have been incorporated into the Euronav segment under the Euronav brand name.
The Group has two clients in the Marine division that each represented 8% (of which one is on timecharter contract) of the Marine division's total revenue in 2024 (2023: one client which represented 6% (timecharter contract), in 2022 one client which represented 8% (timecharter contract)). All the other clients represent less than 7% of total revenues of the Marine division.
The Group's internal organizational and management structure does not distinguish any geographical segments.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Consolidated statement of financial position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
December 31, 2024 |
|
Marine |
H2 Infra |
H2 Industry |
Less: Eliminations |
Total |
|
Euronav |
Bocimar |
Delphis |
Bochem |
Windcat |
Port vessels |
Total |
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
| Vessels |
1,456,324 |
|
648,600 |
|
220,935 |
|
244,259 |
|
47,023 |
|
343 |
|
2,617,484 |
|
— |
|
— |
|
— |
|
2,617,484 |
|
| Assets under construction |
129,332 |
|
272,292 |
|
4,055 |
|
26,217 |
|
189,706 |
|
6,803 |
|
628,405 |
|
— |
|
— |
|
— |
|
628,405 |
|
| Right-of-use assets |
761 |
|
— |
|
— |
|
— |
|
543 |
|
— |
|
1,304 |
|
176 |
|
430 |
|
— |
|
1,910 |
|
| Other tangible assets |
391 |
|
— |
|
— |
|
— |
|
372 |
|
12,328 |
|
13,091 |
|
6,613 |
|
1,924 |
|
— |
|
21,628 |
|
| Prepayments |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
948 |
|
709 |
|
— |
|
1,657 |
|
| Intangible assets |
13,080 |
|
— |
|
— |
|
— |
|
— |
|
2,837 |
|
15,917 |
|
— |
|
270 |
|
— |
|
16,187 |
|
| Receivables |
49,762 |
|
— |
|
— |
|
— |
|
8,727 |
|
37,161 |
|
95,650 |
|
225 |
|
— |
|
(20,799) |
|
75,076 |
|
Investments |
45,919 |
|
— |
|
— |
|
— |
|
3,417 |
|
61 |
|
49,397 |
|
9,610 |
|
2,799 |
|
— |
|
61,806 |
|
| Deferred tax assets |
465 |
|
— |
|
7,531 |
|
— |
|
— |
|
2,078 |
|
10,074 |
|
— |
|
— |
|
— |
|
10,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-current assets |
1,696,034 |
|
920,892 |
|
232,521 |
|
270,476 |
|
249,788 |
|
61,611 |
|
3,431,322 |
|
17,572 |
|
6,132 |
|
(20,799) |
|
3,434,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total current assets |
393,114 |
|
31,856 |
|
7,403 |
|
5,455 |
|
40,383 |
|
540,216 |
|
1,018,427 |
|
1,444 |
|
18,711 |
|
(567,763) |
|
470,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
2,089,148 |
|
952,748 |
|
239,924 |
|
275,931 |
|
290,171 |
|
601,827 |
|
4,449,749 |
|
19,016 |
|
24,843 |
|
(588,562) |
|
3,905,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| EQUITY and LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total equity |
504,775 |
|
5,162 |
|
53,150 |
|
4,711 |
|
30,355 |
|
557,748 |
|
1,155,901 |
|
17,320 |
|
19,103 |
|
— |
|
1,192,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bank and other loans |
945,286 |
|
248,482 |
|
64,539 |
|
25,406 |
|
159,842 |
|
7,314 |
|
1,450,869 |
|
— |
|
— |
|
— |
|
1,450,869 |
|
| Other notes |
198,887 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
198,887 |
|
— |
|
— |
|
— |
|
198,887 |
|
| Other borrowings |
133,916 |
|
304,323 |
|
79,512 |
|
149,611 |
|
— |
|
11,678 |
|
679,040 |
|
— |
|
— |
|
(11,679) |
|
667,361 |
|
| Lease liabilities |
520 |
|
— |
|
— |
|
— |
|
412 |
|
— |
|
932 |
|
159 |
|
360 |
|
— |
|
1,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Employee benefits |
1,060 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,060 |
|
— |
|
— |
|
— |
|
1,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred tax liabilities |
— |
|
— |
|
— |
|
— |
|
12 |
|
— |
|
12 |
|
— |
|
426 |
|
— |
|
438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total non-current liabilities |
1,279,669 |
|
552,805 |
|
144,051 |
|
175,017 |
|
160,266 |
|
18,992 |
|
2,330,800 |
|
159 |
|
786 |
|
(11,679) |
|
2,320,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
304,704 |
|
394,781 |
|
42,723 |
|
96,203 |
|
99,550 |
|
25,087 |
|
963,048 |
|
1,537 |
|
4,954 |
|
(576,883) |
|
392,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL EQUITY and LIABILITIES |
2,089,148 |
|
952,748 |
|
239,924 |
|
275,931 |
|
290,171 |
|
601,827 |
|
4,449,749 |
|
19,016 |
|
24,843 |
|
(588,562) |
|
3,905,046 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
December 31, 2023 |
|
Marine |
Less: Eliminations |
Total |
|
Euronav |
|
|
| ASSETS |
|
|
|
| Vessels |
1,629,570 |
|
— |
|
1,629,570 |
|
| Assets under construction |
106,513 |
|
— |
|
106,513 |
|
| Right-of-use assets |
32,936 |
|
— |
|
32,936 |
|
| Other tangible assets |
644 |
|
— |
|
644 |
|
| Prepayments |
— |
|
— |
|
— |
|
| Intangible assets |
14,194 |
|
— |
|
14,194 |
|
| Receivables |
2,888 |
|
— |
|
2,888 |
|
Investments |
518 |
|
— |
|
518 |
|
| Deferred tax assets |
280 |
|
— |
|
280 |
|
|
|
|
|
| Total non-current assets |
1,787,543 |
|
— |
|
1,787,543 |
|
|
|
|
|
| Total current assets |
1,631,737 |
|
— |
|
1,631,737 |
|
|
|
|
|
| TOTAL ASSETS |
3,419,280 |
|
— |
|
3,419,280 |
|
|
|
|
|
| EQUITY and LIABILITIES |
|
|
|
|
|
|
|
| Total equity |
2,357,373 |
|
— |
|
2,357,373 |
|
|
|
|
|
| Bank and other loans |
362,235 |
|
— |
|
362,235 |
|
| Other notes |
198,219 |
|
— |
|
198,219 |
|
| Other borrowings |
71,248 |
|
— |
|
71,248 |
|
| Lease liabilities |
3,363 |
|
— |
|
3,363 |
|
| Other payables |
146 |
|
— |
|
146 |
|
|
|
|
|
| Employee benefits |
1,669 |
|
— |
|
1,669 |
|
|
|
|
|
| Provisions |
274 |
|
— |
|
274 |
|
|
|
|
|
| Total non-current liabilities |
637,154 |
|
— |
|
637,154 |
|
|
|
|
|
| Total current liabilities |
424,753 |
|
— |
|
424,753 |
|
|
|
|
|
| TOTAL EQUITY and LIABILITIES |
3,419,280 |
|
— |
|
3,419,280 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Consolidated statement of profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
December 31, 2024 |
|
|
Marine |
H2 Infra |
H2 Industry |
Less: Eliminations |
Total |
|
|
Euronav |
Bocimar |
Delphis |
Bochem |
Windcat |
Port vessels |
Total |
|
|
|
|
|
| Revenue |
742,342 |
|
98,428 |
|
26,513 |
|
32,200 |
|
39,668 |
|
1,498 |
|
940,649 |
|
— |
|
— |
|
(403) |
|
940,246 |
|
|
| Gains on disposal of vessels/other tangible assets |
619,398 |
|
— |
|
15,621 |
|
— |
|
— |
|
— |
|
635,019 |
|
— |
|
— |
|
— |
|
635,019 |
|
|
| Other operating income |
49,510 |
|
— |
|
— |
|
— |
|
17 |
|
1,615 |
|
51,142 |
|
389 |
|
11,424 |
|
(12,295) |
|
50,660 |
|
|
| Total shipping income |
1,411,250 |
|
98,428 |
|
42,134 |
|
32,200 |
|
39,685 |
|
3,113 |
|
1,626,810 |
|
389 |
|
11,424 |
|
(12,698) |
|
1,625,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials and consumables |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(3,735) |
|
— |
|
(3,735) |
|
|
| Voyage expenses and commissions |
(132,107) |
|
(38,776) |
|
(246) |
|
(1,538) |
|
(1,637) |
|
(6) |
|
(174,310) |
|
— |
|
— |
|
— |
|
(174,310) |
|
|
| Vessel operating expenses |
(150,252) |
|
(12,367) |
|
(5,720) |
|
(9,828) |
|
(21,304) |
|
(175) |
|
(199,646) |
|
— |
|
— |
|
— |
|
(199,646) |
|
|
| Charter hire expenses |
(98) |
|
— |
|
— |
|
— |
|
(40) |
|
— |
|
(138) |
|
— |
|
— |
|
— |
|
(138) |
|
|
Loss on disposal of vessels/other tangible assets |
(2) |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(2) |
|
— |
|
— |
|
— |
|
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation tangible assets |
(120,892) |
|
(15,446) |
|
(6,051) |
|
(7,537) |
|
(9,759) |
|
(1,917) |
|
(161,602) |
|
(774) |
|
(772) |
|
— |
|
(163,148) |
|
|
| Depreciation intangible assets |
(1,586) |
|
— |
|
— |
|
— |
|
— |
|
(1,267) |
|
(2,853) |
|
— |
|
(28) |
|
— |
|
(2,881) |
|
|
Impairment losses |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,847) |
|
|
(1,847) |
|
|
| General and administrative expenses |
(44,679) |
|
(2,050) |
|
(734) |
|
(372) |
|
(9,406) |
|
(17,324) |
|
(74,565) |
|
(4,206) |
|
(11,693) |
|
12,698 |
|
(77,766) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
(449,616) |
|
(68,639) |
|
(12,751) |
|
(19,275) |
|
(42,146) |
|
(20,689) |
|
(613,116) |
|
(4,980) |
|
(18,075) |
|
12,698 |
|
(623,473) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| RESULT FROM OPERATING ACTIVITIES |
961,634 |
|
29,789 |
|
29,383 |
|
12,925 |
|
(2,461) |
|
(17,576) |
|
1,013,694 |
|
(4,591) |
|
(6,651) |
|
— |
|
1,002,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Finance income |
31,173 |
|
43 |
|
(7) |
|
— |
|
11,738 |
|
(1,758) |
|
41,189 |
|
(5) |
|
10 |
|
(2,505) |
|
38,689 |
|
|
| Finance expenses |
(126,165) |
|
(19,931) |
|
(8,652) |
|
(9,224) |
|
(5,814) |
|
(1,771) |
|
(171,557) |
|
(8) |
|
(279) |
|
2,505 |
|
(169,339) |
|
|
| Net finance expenses |
(94,992) |
|
(19,888) |
|
(8,659) |
|
(9,224) |
|
5,924 |
|
(3,529) |
|
(130,368) |
|
(13) |
|
(269) |
|
— |
|
(130,650) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share of profit (loss) of equity accounted investees (net of income tax) |
398 |
|
— |
|
— |
|
— |
|
(354) |
|
— |
|
44 |
|
(302) |
|
1,178 |
|
— |
|
920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit (loss) before income tax |
867,040 |
|
9,901 |
|
20,724 |
|
3,701 |
|
3,109 |
|
(21,105) |
|
883,370 |
|
(4,906) |
|
(5,742) |
|
— |
|
872,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income tax expense |
(7,431) |
|
(61) |
|
2,118 |
|
(2) |
|
261 |
|
3,846 |
|
(1,269) |
|
59 |
|
(683) |
|
— |
|
(1,893) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Profit (loss) for the period |
859,609 |
|
9,840 |
|
22,842 |
|
3,699 |
|
3,370 |
|
(17,259) |
|
882,101 |
|
(4,847) |
|
(6,425) |
|
— |
|
870,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
| Owners of the company |
859,609 |
9,840 |
22,842 |
3,699 |
3,370 |
(17,259) |
882,101 |
(4,847) |
(6,425) |
— |
870,829 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
December 31, 2023 |
December 31, 2022 |
|
Marine |
Less: Eliminations |
Total |
Marine |
Less: Eliminations |
Total |
|
Euronav |
|
|
Euronav |
|
|
| Revenue |
1,235,127 |
— |
|
1,235,127 |
854,669 |
— |
|
854,669 |
| Gains on disposal of vessels/other tangible assets |
372,444 |
— |
|
372,444 |
96,160 |
— |
|
96,160 |
| Other operating income |
23,316 |
— |
|
23,316 |
15,141 |
— |
|
15,141 |
| Total shipping income |
1,630,887 |
|
— |
|
1,630,887 |
|
965,970 |
|
— |
|
965,970 |
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
|
|
|
|
| Voyage expenses and commissions |
(142,090) |
|
— |
|
(142,090) |
|
(175,187) |
|
— |
|
(175,187) |
|
| Vessel operating expenses |
(231,033) |
|
— |
|
(231,033) |
|
(216,094) |
|
— |
|
(216,094) |
|
| Charter hire expenses |
(4,500) |
|
— |
|
(4,500) |
|
(5,769) |
|
— |
|
(5,769) |
|
| Losses on disposal of vessels/other tangible assets |
— |
|
— |
|
— |
|
(347) |
|
— |
|
(347) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation tangible assets |
(219,428) |
|
— |
|
(219,428) |
|
(221,576) |
|
— |
|
(221,576) |
|
| Depreciation intangible assets |
(1,612) |
|
— |
|
(1,612) |
|
(1,021) |
|
— |
|
(1,021) |
|
| General and administrative expenses |
(62,532) |
|
— |
|
(62,532) |
|
(51,702) |
|
— |
|
(51,702) |
|
| Total operating expenses |
(661,195) |
|
— |
|
(661,195) |
|
(671,696) |
|
— |
|
(671,696) |
|
|
|
|
|
|
|
|
| RESULT FROM OPERATING ACTIVITIES |
969,692 |
|
— |
|
969,692 |
|
294,274 |
|
— |
|
294,274 |
|
|
|
|
|
|
|
|
| Finance income |
67,168 |
|
— |
|
67,168 |
|
27,140 |
|
— |
|
27,140 |
|
| Finance expenses |
(171,897) |
|
— |
|
(171,897) |
|
(133,009) |
|
— |
|
(133,009) |
|
| Net finance expenses |
(104,729) |
|
— |
|
(104,729) |
|
(105,869) |
|
— |
|
(105,869) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share of profit (loss) of equity accounted investees (net of income tax) |
(927) |
|
— |
|
(927) |
|
17,650 |
|
— |
|
17,650 |
|
|
|
|
|
|
|
|
| Profit (loss) before income tax |
864,036 |
|
— |
|
864,036 |
|
206,055 |
|
— |
|
206,055 |
|
|
|
|
|
|
|
|
| Income tax expense |
(6,009) |
|
— |
|
(6,009) |
|
(2,804) |
|
— |
|
(2,804) |
|
|
|
|
|
|
|
|
| Profit (loss) for the period |
858,027 |
|
— |
|
858,027 |
|
203,251 |
|
— |
|
203,251 |
|
|
|
|
|
|
|
|
| Attributable to: |
|
|
|
|
|
|
| Owners of the company |
858,027 |
— |
|
858,027 |
203,251 |
— |
|
203,251 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Overview of capital expenses per segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
December 31, 2024 |
|
Marine |
H2 Infra |
H2 Industry |
Less: Eliminations |
Total |
|
Euronav |
Bocimar |
Delphis |
Bochem |
Windcat |
Port vessels |
Total |
|
|
|
|
Capital expenses |
262,320 |
|
463,274 |
|
135,339 |
|
147,959 |
|
100,172 |
|
7,993 |
|
1,117,057 |
|
3,016 |
|
1,397 |
|
— |
|
1,121,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
December 31, 2023 |
December 31, 2022 |
|
Marine |
Less: Eliminations |
Total |
Marine |
Less: Eliminations |
Total |
|
Euronav |
|
|
Euronav |
|
|
Capital expenses |
338,662 |
|
— |
|
338,662 |
|
540,240 |
|
— |
|
540,240 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 2024 |
|
December 31, 2023 |
|
December 31, 2022 |
Marine |
|
165,583 |
|
|
871,876 |
|
|
18,459 |
|
H2 Infra |
|
— |
|
|
— |
|
|
— |
|
H2 Industry |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
| Total assets held for sale |
|
165,583 |
|
|
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, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| At January 1, 2024 |
|
1,282,920 |
|
|
871,876 |
|
|
871,876 |
|
|
— |
|
|
411,044 |
|
|
|
|
|
|
|
|
|
|
|
|
| Assets transferred to assets held for sale |
|
|
|
|
|
|
|
|
|
|
| Cap Lara |
|
33,213 |
|
|
14,437 |
|
|
14,437 |
|
|
— |
|
|
18,776 |
|
| Alsace |
|
96,850 |
|
|
69,388 |
|
|
69,388 |
|
|
— |
|
|
27,462 |
|
| Ingrid |
|
— |
|
|
44,811 |
|
|
44,811 |
|
|
— |
|
|
— |
|
| Hakata |
|
— |
|
|
36,899 |
|
|
36,899 |
|
|
— |
|
|
— |
|
| Windcat 6 |
|
275 |
|
|
48 |
|
|
48 |
|
|
— |
|
|
227 |
|
|
|
|
|
|
|
|
|
|
|
|
| Assets sold from 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) |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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) |
|
|
|
|
|
|
|
|
|
|
|
|
| At December 31, 2024 |
|
130,337 |
|
|
165,583 |
|
|
165,583 |
|
|
— |
|
|
46,464 |
|
|
|
|
|
|
|
|
|
|
|
|
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). As at 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 last vessel (Camus) has been delivered to her new owners on March 19, 2024. The net gain on this transaction for the vessels delivered in 2024 amounts to $372.7 million, which was 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 was recorded in the consolidated statement of profit or loss in the first quarter of 2024.
CMB.TECH announced a new chapter in the evolution of the FAST platform. In a strategic move to enhance capabilities and ensure continued growth, CMB.TECH transferred the FAST platform to ZeroNorth. The sale price (included in the heading "Corporate") amounts to $2.0 million. The net gain amounts to $0.4 million. Closing of the deal and official transfer date was on April 1, 2024.
On May 21, 2024, the Company sold the VLCC Alsace (2012 - 320,350 dwt) for $96.9 million. The vessel is accounted for as a non-current asset held for sale as at December 31, 2024, and has a carrying value of $69.4 million. The net gain on the vessel amounts to $27.5 million and was recognized upon delivery to her new owners on January 27, 2025.
On June 27, 2024, the Management Board formally decided to commit to a plan to sell VLCC vessels Hakata (2010 - 302,550 dwt) and Ingrid (2012 - 314,000 dwt). An active program to locate a buyer and complete the plan has been initiated and the vessels are actively marketed for sale in line with their fair values. It is expected to be completed within a year from the decision and in line with IFRS 5, the assets are qualified and classified as non-current assets held for sale for a total combined book value of $81.7 million as per December 31, 2024.
The Windcat 6 has been sold, after 18 years of service on December 18, 2024 for an amount of $275 thousand. The CTV is accounted for as a non-current asset held for sale as at December 31, 2024, and has a carrying value of $48 thousand. The sale generates a gain $227 thousand and was recognized upon delivery to the new owner on March 13, 2025.
On December 31, 2024, CMB.TECH has sold the Suezmax Cap Lara (2007, 158,826 dwt) for $33.2 million. The vessel is accounted for as a non-current asset held for sale as at December 31, 2024, and has a carrying value of $14.4 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
The sale generated a gain of $18.8 million and was recognized upon delivery to the new owner on March 10, 2025.
Discontinued operations
As of December 31, 2024 and December 31, 2023, the Group had no operations that meet the criteria of a discontinued operation.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 4 – Revenue and other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
2024 |
|
Marine |
H2 Infra |
H2 Industry |
Less: Eliminations |
Total |
|
Euronav |
Bocimar |
Delphis |
Bochem |
Windcat |
Port vessels |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pool Revenue |
186,363 |
|
— |
|
— |
|
18,864 |
|
— |
|
— |
|
205,227 |
|
— |
|
— |
|
— |
|
205,227 |
|
| Spot Voyages |
378,792 |
|
98,428 |
|
— |
|
— |
|
237 |
|
(28) |
|
477,429 |
|
— |
|
— |
|
(3) |
|
477,426 |
|
| Revenue from contracts with customers |
565,155 |
|
98,428 |
|
— |
|
18,864 |
|
237 |
|
(28) |
|
682,656 |
|
— |
|
— |
|
(3) |
|
682,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Time Charters |
177,187 |
|
— |
|
26,513 |
|
13,336 |
|
39,431 |
|
1,526 |
|
257,993 |
|
— |
|
— |
|
(400) |
|
257,593 |
|
| Lease income |
177,187 |
|
— |
|
26,513 |
|
13,336 |
|
39,431 |
|
1,526 |
|
257,993 |
|
— |
|
— |
|
(400) |
|
257,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total revenue |
742,342 |
|
98,428 |
|
26,513 |
|
32,200 |
|
39,668 |
|
1,498 |
|
940,649 |
|
— |
|
— |
|
(403) |
|
940,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other operating income |
49,510 |
|
— |
|
— |
|
— |
|
17 |
|
1,615 |
|
51,142 |
|
389 |
|
11,424 |
|
(12,295) |
|
50,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
2023 |
2022 |
|
Marine |
Less: Eliminations |
Total |
Marine |
Less: Eliminations |
Total |
|
Euronav |
|
|
Euronav |
|
|
|
|
|
|
|
|
|
| Pool Revenue |
639,778 |
|
— |
|
639,778 |
|
359,920 |
|
— |
|
359,920 |
|
| Spot Voyages |
434,436 |
|
— |
|
434,436 |
|
377,360 |
|
— |
|
377,360 |
|
| Revenue from contracts with customers |
1,074,214 |
|
— |
|
1,074,214 |
|
737,280 |
|
— |
|
737,280 |
|
|
|
|
|
|
|
|
| Time Charters |
160,913 |
|
— |
|
160,913 |
|
117,389 |
|
— |
|
117,389 |
|
| Lease income |
160,913 |
|
— |
|
160,913 |
|
117,389 |
|
— |
|
117,389 |
|
|
|
|
|
|
|
|
| Total revenue |
1,235,127 |
|
— |
|
1,235,127 |
|
854,669 |
|
— |
|
854,669 |
|
|
|
|
|
|
|
|
| Other operating income |
23,316 |
|
— |
|
23,316 |
|
15,141 |
|
— |
|
15,141 |
|
For the accounting treatment of revenue, we refer to the accounting policies (see Note 1.15) - Revenue.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
The decrease in revenue is primarily driven by a reduction in pool revenue, mainly due to a lower number of vessels operating in the pool in 2024 compared to 2023. This decrease is partially offset by an increase in spot revenue, largely attributed to the acquisition of the CMB.TECH Enterprises fleet and the delivery of newbuild dry bulk vessels in 2024, which are operating in the spot market. The increase in time charter revenue is primarily due to a higher number of vessels engaged in long-term time charters in 2024 compared to 2023, mainly following the acquisition of CMB.TECH Enterprises in February 2024.
Other operating income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage. The increase in other operating income is mainly due to the sale of Euronav Ship Management Hellas ($19.4 million), received liquidated damages resulting from the sale of the N-class vessels (Noble, Nectar and Newton - $4.4 million), various services rendered ($4.7 million) and to claim settlements ($5.5 million).
In accordance with IFRS16 - Leases, CMB.TECH 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, 2024, 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
Lease component of revenue from time charter-out |
|
188,404 |
|
|
122,818 |
|
|
91,299 |
|
Non-lease component of revenue from time charter-out |
|
69,189 |
|
|
38,095 |
|
|
26,090 |
|
Total lease income |
|
257,593 |
|
|
160,913 |
|
|
117,389 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 5 - Expenses for shipping activities and other expenses from operating activities
Voyage expenses and commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
| Commissions paid |
|
(16,643) |
|
|
(15,202) |
|
|
(14,778) |
|
| Bunkers |
|
(118,446) |
|
|
(101,795) |
|
|
(131,089) |
|
| Other voyage related expenses |
|
(39,221) |
|
|
(25,093) |
|
|
(29,320) |
|
| Total voyage expenses and commissions |
|
(174,310) |
|
|
(142,090) |
|
|
(175,187) |
|
The voyage expenses and commissions increased in 2024 compared to 2023. This increase is primarily attributed to an increase in bunker related expenses and other voyage-related expenditures.
The increase in bunker cost and commissions paid in 2024 compared to 2023 is mainly due to the integration of the CMB.TECH Enterprises vessels as of February, 2024 and thus more vessels operating on the spot. 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. The 24 vessels sold and delivered to Frontline do not have a significant impact on the voyage expenses since these were mainly operating in the pool. Voyage expenses for vessels operated in a Pool, are paid by the Pool.
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) |
|
2024 |
|
2023 |
|
2022 |
| Operating expenses |
|
(185,327) |
|
|
(210,527) |
|
|
(199,286) |
|
| Insurance |
|
(14,319) |
|
|
(20,506) |
|
|
(16,808) |
|
| Total vessel operating expenses |
|
(199,646) |
|
|
(231,033) |
|
|
(216,094) |
|
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 vessels. In 2024, these expenses decreased compared to 2023, primarily due to the sale of 24 VLCCs to Frontline at the end of 2023 and the beginning of 2024, partially offset by the acquisition of CMB.TECH Enterprises in February 2024. Furthermore, due to the sale of Euronav Ship Management Hellas (ESMH) to Anglo Eastern, effective July 2024, ship management has been outsourced which contributed to a reduction in operating expenses. Additionally, insurance costs declined in 2024 compared to 2023 for the same reason.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
General and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
| Wages and salaries |
|
(20,797) |
|
|
(10,342) |
|
|
(8,272) |
|
| Social security costs |
|
(3,293) |
|
|
(1,204) |
|
|
(1,242) |
|
| Provision for employee benefits (Note 18) |
|
13 |
|
|
140 |
|
|
205 |
|
| Cash-settled share-based payments (Note 24) |
|
— |
|
|
— |
|
|
2,973 |
|
| Equity-settled share-based payments (Note 24) |
|
— |
|
|
(3,945) |
|
|
(2,411) |
|
| Other employee benefits |
|
(2,019) |
|
|
(1,047) |
|
|
(919) |
|
Capitalized costs |
|
960 |
|
|
— |
|
|
— |
|
| Employee benefits |
|
(25,136) |
|
|
(16,398) |
|
|
(9,666) |
|
| Administrative expenses |
|
(50,272) |
|
|
(42,766) |
|
|
(37,955) |
|
| Tonnage Tax |
|
(2,205) |
|
|
(3,586) |
|
|
(4,343) |
|
| Claims |
|
(477) |
|
|
(76) |
|
|
— |
|
| Provisions |
|
324 |
|
|
294 |
|
|
262 |
|
| Total general and administrative expenses |
|
(77,766) |
|
|
(62,532) |
|
|
(51,702) |
|
| |
|
|
|
|
|
|
Average number of full time equivalents (shore staff including shipmanagement) |
|
285.24 |
|
|
198.47 |
|
|
192.81 |
|
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 2024 compared to 2023. This increase was mainly due to the acquisition and inclusion of CMB.TECH Enterprises as per February 2024. The total research and development expenses recognized for the period ended December 31, 2024, amounted to $10.5 million and are included under administrative expenses.
The increase in employee benefits is primarily driven by higher wages and salaries, resulting from the growth in the average number of full-time equivalents following the inclusion of CMB.TECH Enterprises as per February 2024.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 6 - Net finance expense
Recognized in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
| Interest income |
|
15,895 |
|
|
20,620 |
|
|
7,063 |
|
Dividends from other shares |
|
1,050 |
|
|
— |
|
|
— |
|
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 |
|
| Foreign exchange gains |
|
21,744 |
|
|
17,590 |
|
|
13,945 |
|
| Finance income |
|
38,689 |
|
|
67,168 |
|
|
27,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense on financial liabilities measured at amortized cost |
|
(145,562) |
|
|
(132,268) |
|
|
(85,418) |
|
| Interest leasing |
|
(275) |
|
|
(631) |
|
|
(1,237) |
|
| Change in fair value of fuel derivatives recognized in P&L |
|
— |
|
|
(8,276) |
|
|
(26,388) |
|
| Fair value adjustment on interest rate swaps |
|
— |
|
|
37 |
|
|
(507) |
|
| Other financial charges |
|
(9,249) |
|
|
(13,513) |
|
|
(5,930) |
|
| Foreign exchange losses |
|
(14,253) |
|
|
(17,246) |
|
|
(13,529) |
|
| Finance expense |
|
(169,339) |
|
|
(171,897) |
|
|
(133,009) |
|
|
|
|
|
|
|
|
| Net finance expense recognized in profit or loss |
|
(130,650) |
|
|
(104,729) |
|
|
(105,869) |
|
Finance income is lower during the year ended December 31, 2024 compared to December 31, 2023 which is mainly due to the positive impact realised in 2023 on the unwinding of the interest rate swaps following the repayment and the termination of the financial liabilities (see Note 17).
Finance expenses slightly decreased for the year ended December 31, 2024 compared to December 31, 2023. This is mainly due to an increase in interest expenses on financial liabilities fully offset by a decrease in change in fair value of fuel derivatives recognized through P&L and other financial charges. The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses related to sale and leaseback financing. Additionally, the decrease in other financial charges is mainly due to the refinancing of a significant part of the financial liabilities in prior year (see Note 17).
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
| Total interest income on financial assets |
|
15,895 |
|
|
46,368 |
|
|
7,063 |
|
| Total interest expense on financial liabilities |
|
(145,562) |
|
|
(132,268) |
|
|
(85,418) |
|
| Total interest leasing |
|
(275) |
|
|
(631) |
|
|
(1,237) |
|
| Total other financial charges |
|
(9,249) |
|
|
(13,513) |
|
|
(5,930) |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Recognized directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
| Foreign currency translation differences for foreign operations |
|
(2,280) |
|
|
259 |
|
|
(477) |
|
| Cash flow hedges - effective portion of changes in fair value |
|
1,005 |
|
|
(6,164) |
|
|
30,657 |
|
|
|
|
|
|
|
|
| Net finance expense recognized directly in equity |
|
(1,275) |
|
|
(5,905) |
|
|
30,180 |
|
| Attributable to: |
|
|
|
|
|
|
| Owners of the Company |
|
(1,275) |
|
|
(5,905) |
|
|
30,180 |
|
| Net finance expense recognized directly in equity |
|
(1,275) |
|
|
(5,905) |
|
|
30,180 |
|
| Recognized in: |
|
|
|
|
|
|
| Translation reserve |
|
(2,280) |
|
|
259 |
|
|
(477) |
|
| Hedging reserve |
|
1,005 |
|
|
(6,164) |
|
|
30,657 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 7 - Income tax benefit (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
| Current tax |
|
|
|
|
|
|
| Current period |
|
(7,660) |
|
|
(4,889) |
|
|
(1,736) |
|
| Changes related to prior years |
|
1,616 |
|
|
7 |
|
|
57 |
|
| Total current tax |
|
(6,044) |
|
|
(4,881) |
|
|
(1,680) |
|
|
|
|
|
|
|
|
| Deferred tax |
|
|
|
|
|
|
| Recognition of unused tax losses/(use of tax losses) |
|
(243) |
|
|
(1,146) |
|
|
(137) |
|
| Other |
|
4,394 |
|
|
18 |
|
|
(987) |
|
| Total deferred tax |
|
4,151 |
|
|
(1,128) |
|
|
(1,124) |
|
|
|
|
|
|
|
|
| Total tax benefit/(expense) |
|
(1,893) |
|
|
(6,009) |
|
|
(2,804) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reconciliation of effective tax |
|
2024 |
|
2023 |
|
2022 |
| Profit (loss) before tax |
|
|
|
872,722 |
|
|
|
|
864,036 |
|
|
|
|
206,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tax at domestic rate |
|
(25.00) |
% |
|
(218,181) |
|
|
(25.00) |
% |
|
(216,009) |
|
|
(25.00) |
% |
|
(51,514) |
|
| Effects on tax of : |
|
|
|
|
|
|
|
|
|
|
|
|
Losses not subject to tax |
|
|
|
(2,879) |
|
|
|
|
— |
|
|
|
|
— |
|
| Tax exempt profit / loss |
|
|
|
(502) |
|
|
|
|
(4,535) |
|
|
|
|
2,642 |
|
| Tax adjustments for previous years |
|
|
|
1,979 |
|
|
|
|
7 |
|
|
|
|
57 |
|
| Loss for which no DTA (*) has been recognized |
|
|
|
28,686 |
|
|
|
|
7,586 |
|
|
|
|
4,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-deductible expenses |
|
|
|
(7,605) |
|
|
|
|
(1,602) |
|
|
|
|
(315) |
|
| Use of previously unrecognized tax losses and tax credits |
|
|
|
— |
|
|
|
|
5,283 |
|
|
|
|
4,431 |
|
| Effect of Tonnage Tax regime |
|
|
|
185,784 |
|
|
|
|
195,768 |
|
|
|
|
40,670 |
|
| Effect of share of profit of equity-accounted investees |
|
|
|
94 |
|
|
|
|
(5) |
|
|
|
|
4,389 |
|
| Effects of tax regimes in foreign jurisdictions |
|
|
|
10,731 |
|
|
|
|
7,498 |
|
|
|
|
(7,645) |
|
| Total taxes |
|
(0.22) |
% |
|
(1,893) |
|
|
(0.70) |
% |
|
(6,009) |
|
|
(1.36) |
% |
|
(2,804) |
|
* 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, 2024 was $2.2 million (2023: $3.6 million and 2022: $4.3 million) (see Note 5).
The Group operates mainly in the international shipping industry. Pillar II provides an exclusion for relevant shipping income (= profits earned from the transportation of cargo in international traffic). The Pillar II exercise will be subject to further guidance 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 our activities. Therefore, the Group concluded the impact of Pillar II to be limited. Please refer to item 19 in Note 1 for additional information.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 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 (Note 3) |
|
(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 |
|
(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 January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisitions |
|
155,215 |
|
|
959,692 |
|
|
332 |
|
|
2,292 |
|
|
2,729 |
|
|
1,120,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions through business combinations (Note 26) |
|
425,564 |
|
|
477,565 |
|
|
1,431 |
|
|
22,219 |
|
|
670 |
|
|
927,449 |
|
| Disposals and cancellations |
|
(183,374) |
|
|
— |
|
|
(30,162) |
|
|
— |
|
|
(595) |
|
|
(214,131) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation charges |
|
(158,110) |
|
|
— |
|
|
(1,413) |
|
|
(3,625) |
|
|
— |
|
|
(163,148) |
|
| Transfer to assets held for sale (Note 3) |
|
(165,583) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(165,583) |
|
Disposals through sale of subsidiary |
|
— |
|
|
— |
|
|
(1,184) |
|
|
(137) |
|
|
— |
|
|
(1,321) |
|
| Transfers |
|
914,788 |
|
|
(914,788) |
|
|
— |
|
|
1,075 |
|
|
(1,075) |
|
|
— |
|
| Translation differences |
|
(586) |
|
|
(577) |
|
|
(30) |
|
|
(840) |
|
|
(72) |
|
|
(2,105) |
|
| Balance at December 31, 2024 |
|
2,617,484 |
|
|
628,405 |
|
|
1,910 |
|
|
21,628 |
|
|
1,657 |
|
|
3,271,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
| Cost |
|
4,020,942 |
|
|
628,405 |
|
|
5,212 |
|
|
30,098 |
|
|
1,657 |
|
|
4,686,314 |
|
| Depreciation & impairment losses |
|
(1,403,458) |
|
|
— |
|
|
(3,302) |
|
|
(8,470) |
|
|
— |
|
|
(1,415,230) |
|
| Net carrying amount |
|
2,617,484 |
|
|
628,405 |
|
|
1,910 |
|
|
21,628 |
|
|
1,657 |
|
|
3,271,084 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 the Group 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, the Company 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 amounted to $30 million and resulted in in an increase of the recognized right-of-use asset as per December 31, 2023.
During 2024, the Statia, Selena, Newton, Fraternity and Cap Victor have been dry-docked. The cost of planned repairs and maintenance is capitalized and included under the heading Acquisitions.
On January 22, 2024, the Company exercised the repurchase option for VLCC Newton (2009 - 307,284 dwt) that was under a bareboat contract for an aggregate amount of $30 million. The vessel was previously accounted for as a right-of-use asset.
On February 6, 2024, the Company took delivery of the Suezmax Bristol (2024 – 156,851 dwt).
On March 19, 2024, the Company took delivery of the fourth super-eco Newcastlemax Mineral France (2024 – 210,000 dwt).
On April 12, 2024, the Company took delivery of the chemical tanker Bochem Casablanca (2024 - 25,000 dwt).
On May 13, 2024, the Company took delivery of the container vessel CMA CGM Baikal. This vessel has been sold and a gain of $15.6 million was booked in the second quarter of 2024.
On May 24, 2024, the Company took delivery of the Windcat 57, the first hydrogen-powered CTV of the Mark 5 series. The unit is deployed in Scotland.
On June 24, 2024, the Company took delivery of the fifth super-eco Newcastlemax Mineral Deutschland (2024 – 210,000 dwt).
On June 28, 2024, the Company took delivery of the chemical tanker Bochem Shanghai (2024 – 25,000 dwt).
On August 5, 2024, the Company took delivery of the sixth super-eco Newcastlemax Mineral Italia (2024 - 210,000 dwt).
On August 6, 2024, the Company took delivery of the container vessel CMA CGM Etosha (2024 - 77,000 dwt).
On August 8, 2024, the Company took delivery of the chemical tanker Bochem New Orleans (2024 - 25,000 dwt).
On August 28, 2024, the Company took delivery of the seventh super-eco Newcastlemax Mineral Danmark (2024 - 210,000 dwt).
On October 8, 2024, the Company took delivery of the eight super-eco Newcastlemax Mineral Eire (2024 - 210,000 dwt).
On October 10, 2024, the Company took delivery of the Suezmax Helios (2024 - 157,000 dwt).
On October 15, 2024, the Company took delivery of the chemical tanker Bochem Brisbane (2024 - 25,000 dwt).
On October 16, 2024, the container vessel CMA CGM Dolomites (2024 - 6,000 TEU) was delivered.
On October 21, 2024, the Company took delivery of the ninth super-eco Newcastlemax Mineral Hellas (2024 - 210,000 dwt).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
On November 22, 2024, the Company took delivery of the tenth super-eco Newcastlemax Mineral Espana (2024 - 210,000 dwt).
On November 25, 2024, the Company took delivery of the Suezmax Orion (2024 - 157,717 dwt).
The Group had forty-one vessels under construction at December 31, 2024 for an aggregate amount of $628.4 million (2023: five vessels under construction). The amounts presented within "vessels under construction" relate to five eco-type VLCCs and two eco-Type Suezmaxes, two dual-fuel bitumen tankers, eighteen Newcastlemax bulk carriers, two chemical tankers, six CSOVs (Commissioning Service Operations Vessels), two coaster vessel of 5,000 dwt, one 1,400 TEU ammonia-powered container vessel and three CTVs (Crew Transfer Vessel). The Group capitalizes borrowing costs related to the financing of the newbuild vessels as reported under vessels under construction (see Note 1.11.2). As per December 31, 2024, the total amount that was capitalized was $23.7 million, comprising $6.8 million in CMB.TECH NV at an average interest rate of 7% (2023: $6.5 million) and $16.8 million in actual borrowing costs within CMB.TECH Enterprises.
Disposal of assets – Gains/losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
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 Guillaume - Sale |
|
34,153 |
|
|
19,597 |
|
|
14,556 |
|
|
— |
|
|
|
|
Cap Philippe - Sale |
|
32,046 |
|
|
19,165 |
|
|
12,881 |
|
|
— |
|
|
|
|
Europe - Sale |
|
40,013 |
|
|
5,300 |
|
|
34,713 |
|
|
— |
|
|
|
|
| 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 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
Sale price |
|
Book Value |
|
Gain |
|
Loss |
|
|
|
|
|
Sale price |
|
Book Value |
|
Gain |
|
Loss |
|
|
|
| Andaman - Sale |
|
86,976 |
|
|
56,636 |
|
|
30,341 |
|
|
— |
|
|
|
|
| Dominica - Sale |
|
82,685 |
|
|
52,826 |
|
|
29,858 |
|
|
— |
|
|
|
|
| Hatteras - Sale |
|
90,310 |
|
|
59,368 |
|
|
30,942 |
|
|
— |
|
|
|
|
| Derius - Sale |
|
104,627 |
|
|
81,458 |
|
|
23,169 |
|
|
— |
|
|
|
|
| Alboran - Sale |
|
86,418 |
|
|
56,362 |
|
|
30,056 |
|
|
— |
|
|
|
|
| Delos - Sale |
|
112,888 |
|
|
83,611 |
|
|
29,277 |
|
|
— |
|
|
|
|
| Desirade - Sale |
|
85,965 |
|
|
56,071 |
|
|
29,894 |
|
|
— |
|
|
|
|
| Alice - Sale |
|
85,965 |
|
|
61,625 |
|
|
24,340 |
|
|
— |
|
|
|
|
| Aquitaine - Sale |
|
90,268 |
|
|
58,657 |
|
|
31,610 |
|
|
— |
|
|
|
|
| Oceania - Sale |
|
43,120 |
|
|
8,294 |
|
|
34,826 |
|
|
— |
|
|
|
|
| Doris - Sale |
|
113,010 |
|
|
84,438 |
|
|
28,573 |
|
|
— |
|
|
|
|
| Aral - Sale |
|
86,472 |
|
|
56,445 |
|
|
30,027 |
|
|
— |
|
|
|
|
| Anne - Sale |
|
86,275 |
|
|
62,820 |
|
|
23,455 |
|
|
— |
|
|
|
|
| Camus - Sale |
|
123,420 |
|
|
92,228 |
|
|
31,193 |
|
|
— |
|
|
|
|
Noble - Sale |
|
53,955 |
|
|
25,716 |
|
|
28,239 |
|
|
— |
|
|
|
|
Nectar - Sale |
|
53,955 |
|
|
23,873 |
|
|
30,082 |
|
|
— |
|
|
|
|
Newton - Sale |
|
53,955 |
|
|
33,285 |
|
|
20,670 |
|
|
— |
|
|
|
|
CMA CGM Baikal - Sale |
|
71,500 |
|
|
55,879 |
|
|
15,621 |
|
|
— |
|
|
|
|
| Sapphira - Sale |
|
45,500 |
|
|
14,670 |
|
|
30,830 |
|
|
— |
|
|
|
|
| Statia - Sale |
|
41,250 |
|
|
10,723 |
|
|
30,527 |
|
|
— |
|
|
|
|
| Selena - Sale |
|
38,170 |
|
|
11,794 |
|
|
26,376 |
|
|
— |
|
|
|
|
| Cap Victor - Sale |
|
38,990 |
|
|
15,593 |
|
|
23,397 |
|
|
— |
|
|
|
|
| Cap Felix - Sale |
|
42,330 |
|
|
20,989 |
|
|
21,341 |
|
|
— |
|
|
|
|
| Corporate |
|
2,000 |
|
|
1,625 |
|
|
375 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At December 31, 2024 |
|
1,720,005 |
|
|
1,084,986 |
|
|
635,019 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On October 9, 2023, the Company announced the agreement between 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 13 remaining vessels (Alice, Anne, Aquitaine, Dominica, Desirade, Alboran, Aral, Andaman, Hatteras, Delos, Doris, Derius and Camus) delivered in the first quarter of 2024 contributed to a total capital gain of $372.7 million, which was 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 was recorded in the consolidated statement of profit or loss in the first quarter of 2024.
On March 15, 2024, the Company sold the N-class vessels Noble, Nectar and Newton for a net sale price after commission of $161.9 million. The vessels have all been delivered during the second quarter of 2024 and the net gain of $79.0 million on the transaction was recognized in the consolidated statement of profit or loss.
On November 19, 2021, the Company agreed to sell the container vessel CMA CGM Baikal for a net sale price of $71.5 million. The vessel has been delivered to her new owners in the second quarter of 2024 and a net gain of $15.6 million has been booked in the consolidated statement of profit or loss.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
On September 25, 2024, the Company sold two Suezmax vessels, Sapphira (2008 - 150,205 dwt) and Statia (2006 - 150,205 dwt) for a net sale price of $45.5 million and $41.3 million respectively. The sale price generated a combined gain of $61.4 million and was recorded in the consolidated statement of profit or loss in the third quarter of 2024.
On December 2, 2024, the Company agreed to sell three Suezmax vessels Selena (2007 - 150,205 dwt), Cap Victor (2007 - 158,853 dwt) and Cap Felix (2008 - 158,765 dwt) for a net sale price after commission of $38.2 million, $39.0 million and $42.3 million respectively. The sale price generated a combined gain of $71.1 million and was recorded in the consolidated statement of profit or loss in the fourth quarter of 2024.
Impairment
Based on the impairment indicator analysis conducted for the year ending December 31, 2024, the Group has not identified any impairment triggers within its Marine division that require further impairment testing. Both internal and external impairment indicators, including asset performance, market valuations, and macroeconomic conditions, have been thoroughly assessed. The review is supported by independent broker valuations which indicate that the fair market value of the fleet exceeds its carrying value. The same analysis was conducted for the year ending December 31, 2023 and for the year ending December 31, 2022.
Accordingly, as of the reporting date, no impairment adjustments are required for the Group’s assets within the Marine division. The Management Board, under supervision of the Supervisory Board, will continue to evaluate potential impairment risks on an ongoing basis, ensuring timely responses to any significant changes in market conditions or operational performance.
Security
All vessels financed with bank loans are subject to a mortgage to secure bank loans (see Note 17).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Capital commitment
As at December 31, 2024 the Group's total capital commitments amounts to $2.4 billion (December 31, 2023: $623.8 million capital commitments). These capital commitments can be detailed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
Total |
|
2025 |
|
2026 |
|
2027 |
|
2028 |
|
2029 |
Commitments in respect of: |
|
|
|
|
|
|
|
|
|
|
|
|
| Tankers |
|
609,170 |
|
|
112,200 |
|
|
429,650 |
|
|
67,320 |
|
|
— |
|
|
— |
|
| Dry bulk vessels |
|
1,079,100 |
|
|
613,416 |
|
|
465,685 |
|
|
— |
|
|
— |
|
|
— |
|
| Container vessels |
|
37,670 |
|
|
8,100 |
|
|
29,570 |
|
|
— |
|
|
— |
|
|
— |
|
| Chemical tankers |
|
455,300 |
|
|
78,200 |
|
|
102,750 |
|
|
38,750 |
|
|
155,000 |
|
|
80,600 |
|
| Offshore Wind Vessels |
|
231,806 |
|
|
125,841 |
|
|
81,884 |
|
|
24,082 |
|
|
— |
|
|
— |
|
| Other |
|
10,239 |
|
|
9,608 |
|
|
631 |
|
|
— |
|
|
— |
|
|
— |
|
| Total |
|
2,423,285 |
|
|
947,364 |
|
|
1,110,169 |
|
|
130,152 |
|
|
155,000 |
|
|
80,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The current newbuilding program of the Group comprises the following:
–5 eco-type VLCCs,
–2 eco-type Suezmaxes,
–18 Newcastlemax bulk carriers,
–8 chemical tankers,
–Offshore wind vessels are related to 6 CSOVs (Commissioning Service Operation Vessel) and 3 CTVs (Crew Transfer Vessels),
–2 coasters of 5,000 dwt (included under drybulk vessels),
–1 ammonia-powered container vessel with a capacity of 1,400 TEU,
–2 dual-fuel bitumen tankers (included under chemical tankers),
–The other items are related to a multi purpose harbour vessel and other hydrogen applications.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 9 - Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
Customer contracts |
|
Other intangible assets |
|
Total intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At January 1, 2023 |
|
|
|
|
|
|
| Cost |
|
16,569 |
|
|
1,218 |
|
|
17,787 |
|
Amortisation & translation differences |
|
(913) |
|
|
(1,128) |
|
|
(2,041) |
|
| Net carrying amount |
|
15,656 |
|
|
90 |
|
|
15,746 |
|
|
|
|
|
|
|
|
| Acquisitions |
|
— |
|
|
60 |
|
|
60 |
|
Amortisation charges |
|
(1,556) |
|
|
(56) |
|
|
(1,612) |
|
| Translation differences |
|
— |
|
|
— |
|
|
— |
|
| Balance at December 31, 2023 |
|
14,100 |
|
|
94 |
|
|
14,194 |
|
|
|
|
|
|
|
|
| At January 1, 2024 |
|
|
|
|
|
|
| Cost |
|
16,569 |
|
|
1,278 |
|
|
17,847 |
|
Amortisation & translation differences |
|
(2,469) |
|
|
(1,184) |
|
|
(3,653) |
|
| Net carrying amount |
|
14,100 |
|
|
94 |
|
|
14,194 |
|
|
|
|
|
|
|
|
| Acquisitions |
|
— |
|
|
1,541 |
|
|
1,541 |
|
Acquisitions through business combinations (Note 26) |
|
— |
|
|
3,538 |
|
|
3,538 |
|
Amortisation charges |
|
(1,556) |
|
|
(1,325) |
|
|
(2,881) |
|
| Translation differences |
|
— |
|
|
(205) |
|
|
(205) |
|
| Balance at December 31, 2024 |
|
12,544 |
|
|
3,643 |
|
|
16,187 |
|
|
|
|
|
|
|
|
| At December 31, 2024 |
|
|
|
|
|
|
| Cost |
|
16,569 |
|
|
6,357 |
|
|
22,926 |
|
Amortisation & translation differences |
|
(4,025) |
|
|
(2,714) |
|
|
(6,739) |
|
| Net carrying amount |
|
12,544 |
|
|
3,643 |
|
|
16,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 internally capitalized development expenses and software assets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 |
|
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 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Tangible assets |
|
16,176 |
|
|
(6,579) |
|
|
9,597 |
|
| Employee benefits |
|
46 |
|
|
— |
|
|
46 |
|
| Unused tax losses & tax credits |
|
22,284 |
|
|
(426) |
|
|
21,858 |
|
| Unremitted earnings |
|
— |
|
|
(21,865) |
|
|
(21,865) |
|
| |
|
38,506 |
|
|
(28,870) |
|
|
9,636 |
|
| Offset |
|
(28,432) |
|
|
28,432 |
|
|
|
| Balance at December 31, 2024 |
|
10,074 |
|
|
(438) |
|
|
|
Unrecognized deferred tax assets and liabilities
Total unrecognized tax losses amount to $160.6 million for 2024 ($114.3 million for 2023) and unused taxable temporary differences amount to $48.6 million (both 2024 and 2023). Deferred tax assets and liabilities have not been recognized in respect of the following items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
|
|
ASSETS |
|
LIABILITIES |
|
ASSETS |
|
LIABILITIES |
| Deductible temporary differences |
|
12,226 |
|
|
— |
|
|
270 |
|
|
— |
|
| Taxable temporary differences |
|
— |
|
|
(12,162) |
|
|
— |
|
|
(12,162) |
|
| Tax losses & tax credits |
|
39,622 |
|
|
— |
|
|
28,299 |
|
|
— |
|
|
|
51,848 |
|
|
(12,162) |
|
|
28,569 |
|
|
(12,162) |
|
| Offset |
|
(12,162) |
|
|
12,162 |
|
|
(12,162) |
|
|
12,162 |
|
| Total |
|
39,686 |
|
|
— |
|
|
16,407 |
|
|
— |
|
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Movement in deferred tax balances during the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at Jan 1, 2024 |
|
Recognized in income |
|
Recognized in equity |
|
Other movements |
|
Translation Differences |
|
Balance at Dec 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible assets |
|
— |
|
|
4,388 |
|
|
— |
|
|
5,303 |
|
|
(94) |
|
|
9,597 |
|
| Employee benefits |
|
44 |
|
|
6 |
|
|
— |
|
|
— |
|
|
(4) |
|
|
46 |
|
| Unused tax losses & tax credits |
|
42,178 |
|
|
(20,320) |
|
|
— |
|
|
— |
|
|
— |
|
|
21,858 |
|
Unremitted earnings |
|
(41,942) |
|
|
20,077 |
|
|
— |
|
|
— |
|
|
— |
|
|
(21,865) |
|
| Total |
|
280 |
|
|
4,151 |
|
|
— |
|
|
5,303 |
|
|
(98) |
|
|
9,636 |
|
The other movements in 2024 relate to the recognition of the deferred tax assets and liabilities when control of CMB.TECH Enterprises was obtained.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 11 - Non-current receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
| Shareholders loans to joint ventures |
|
16,188 |
|
|
2 |
|
| Derivatives |
|
1,279 |
|
|
— |
|
Cash guarantees and deposits |
|
48,548 |
|
|
1,616 |
|
| Other non-current receivables |
|
9,061 |
|
|
6 |
|
| Lease receivables |
|
— |
|
|
1,263 |
|
| Investment |
|
— |
|
|
1 |
|
| Total non-current receivables |
|
75,076 |
|
|
2,888 |
|
The increase in shareholder loans to joint ventures mainly relates to the loans provided to Be Hydro and JPN H2YDRO and to joint ventures within the Windcat group of companies, i.e. TSM Windcat and FRS Windcat Offshore Logistics.
The increase in cash guarantees and deposits as of December 31, 2024 compared to December 31, 2023 relates to a cash security of $46.9 million lodged with the High Court of Malaysia in January, 2024. The cash security was required to lift the arrest on the vessel Oceania which was subsequently sold and delivered to her new owners (see Note 22).
The increase in other non-current receivables is mainly due to the acquisition of CMB.TECH Enterprises and relates to an advancement for the development of ammonia-powered engines for its new bulk carriers. The amount will be recovered through future engine deliveries.
The maturity date of the non-current receivables is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
| Receivable: |
|
|
|
|
| Within two years |
|
57,240 |
|
|
2,764 |
|
| Between two and three years |
|
52 |
|
|
— |
|
| Between three and four years |
|
4 |
|
|
— |
|
| Between four and five years |
|
183 |
|
|
— |
|
| More than five years |
|
17,597 |
|
|
124 |
|
| Total non-current receivables |
|
75,076 |
|
|
2,888 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 12 - Inventory
The bunker inventory mainly relates to the bunker fuel stored on board of the vessels. As of December 31, 2024, the carrying amount of the bunker inventory on board of the vessels amounted to $17.3 million (2023: $22.5 million). Bunkers delivered to vessels operating in the TI Pool and Stolt Pool, are sold to the TI Pool and Stolt Pool and bunkers on board of these pooled vessels are no longer shown as bunker inventory but as trade and other receivables.
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.
Bunker expenses and consumed lubricants are recognized in profit or loss upon consumption.
The other inventory as of December 31, 2024 amounts to $9.1 million and relates to trucks purchased to be converted into hydrotrucks for resale and spare parts used for the conversion of regular engines to hydrogen powered engines.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 13 - Trade and other receivables - current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
| Receivable from contracts with customers |
|
117,824 |
|
|
88,544 |
|
| Receivable from contracts with customers - TI Pool |
|
56,568 |
|
|
169,339 |
|
| Accrued income |
|
9,237 |
|
|
13,706 |
|
| Accrued interest |
|
236 |
|
|
1,352 |
|
| Deferred charges |
|
45,072 |
|
|
17,601 |
|
| Deferred fulfillment costs |
|
1,126 |
|
|
2,278 |
|
| Other receivables |
|
3,691 |
|
|
11,414 |
|
| Lease receivables |
|
1,263 |
|
|
1,591 |
|
| Derivatives |
|
866 |
|
|
1,286 |
|
| Total trade and other receivables |
|
235,883 |
|
|
307,111 |
|
The increase in receivables from contracts with customers is primarily due to the sale of vessels, for which part of the sale price remained outstanding as of December 31, 2024.
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 2024 mainly due to a decrease in number of vessels in the pool in connection with the sale to Frontline.
The increase in deferred charges is mainly due to the acquisition and consolidation of CMB.TECH Enterprises as per February, 2024, and relates mainly to arrangement fees on predelivery financing of newbuild vessels.
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 office of Euronav MI II Inc. (formerly Gener8 Maritime Inc.).
For currency and credit risk, we refer to Note 20.
Note 14 - Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
| Bank deposits |
|
— |
|
|
182,500 |
|
| Cash at bank and in hand |
|
38,869 |
|
|
246,870 |
|
Total |
|
38,869 |
|
|
429,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No bank deposits were held at December 31, 2024. 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. All cash is in different banks which all have a high credit rating.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 15 - Equity
Number of shares issued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in shares) |
|
December 31, 2024 |
|
December 31, 2023 |
|
December 31, 2022 |
| 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, 2024, the share capital is represented by 220,024,713 shares. The shares have no nominal value.
As at December 31, 2024, the authorized share capital not issued amounts to $83,898,616 (2023 and 2022: $83,898,616) or the equivalent of 77,189,888 shares (2023 and 2022: 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
| (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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$161.1 million facility |
|
111,545 |
|
2,145 |
|
— |
|
1,005 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
111,545 |
|
2,145 |
|
— |
|
1,005 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
|
$73.5 million facility - Cedar and Cypres |
|
— |
|
— |
|
— |
|
(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) |
|
|
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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. In November 2023, management decided to discontinue the bunker storage and offloading program and sold the ULCC Oceania. As a consequence, there is no longer an active fuel hedging program during 2024.
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.
The Group, in connection to the $150.0 million facility raised on June 21, 2022 and amended in 2024 to $161.1 million, 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 31, 2030. The notional value of these instruments at December 31, 2024 amounted to $111.5 million. The fair value of these instruments at December 31, 2024 amounted to $2.1 million (see Note 11 and 13) and $1.0 million has been recognized in OCI in 2024.
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. 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.
No Fx swaps have been entered into in 2024.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Treasury shares
As of December 31, 2024, CMB.TECH owned 25,807,878 of its own shares, compared to 17,790,716 of shares owned on December 31, 2023. In the twelve months period ended December 31, 2024, the Company purchased on the NYSE and on Euronext Brussels a total of 8,017,162 shares.
Distributions
The Special Shareholders’ Meeting held on July 2, 2024 approved the dividend distribution amounting to $1.15 per share, being a combination of an intermediary dividend of $0.27 per share and $0.88 per share from the share issue premium.
On May 16, 2024, the Annual Shareholders' meeting approved a full year dividend for 2023 of $4.57 per share. This pay out was a combination of a dividend of $0.27 per share and a share premium of $4.30 per share via the issue premium reserve.
The total amount of dividends declared in 2024 was $1,110.9 million ($646.3 million in 2023 and $24.2 million in 2022) and $1,126.7 million was paid in 2024 ($630.5 million in 2023 and $24.2 million in 2022).
Long term incentive plans
The Group did not issue any new long term incentive plans in 2024 and all previously existing LTIP plans terminated at the end of 2023 following the change in control. Please see Note 24 for more information on the old plans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
|
2022 |
| Result for the period (in USD) |
|
870,829,138 |
|
|
858,026,940 |
|
|
203,251,347 |
|
| Weighted average number of ordinary shares |
|
196,041,579 |
|
|
201,901,743 |
|
|
201,747,963 |
|
| Basic earnings per share (in USD) |
|
4.44 |
|
|
4.25 |
|
|
1.01 |
|
Weighted average number of ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in shares) |
|
Shares issued |
|
Treasury shares |
|
Shares outstanding |
|
Weighted number of shares |
| 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 |
|
|
|
|
|
|
|
|
|
|
| On issue at January 1, 2024 |
|
220,024,713 |
|
|
17,790,716 |
|
|
202,233,997 |
|
|
202,233,997 |
|
| Issuance of shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Purchases of treasury shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Withdrawal of treasury shares |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Transfer of treasury shares |
|
— |
|
|
8,017,162 |
|
|
(8,017,162) |
|
|
(6,192,418) |
|
| On issue at December 31, 2024 |
|
220,024,713 |
|
|
25,807,878 |
|
|
194,216,835 |
|
|
196,041,579 |
|
Diluted earnings per share
For the twelve months ended December 31, 2024, the diluted earnings per share (in USD) amount to 4.44 (2023: 4.25 and 2022: 1.01). All LTIPs were terminated during the 2nd half of 2023 due to the change of control (see Note 24). As of December 31, 2023, the Company no longer has instruments that can give rise to dilution.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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) |
|
2024 |
|
2023 |
|
2022 |
| Weighted average of ordinary shares outstanding (basic) |
|
196,041,579 |
|
|
201,901,743 |
|
|
201,747,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of Share-based Payment arrangements |
|
— |
|
|
— |
|
|
246,254 |
|
|
|
|
|
|
|
|
| Weighted average number of ordinary shares (diluted) |
|
196,041,579 |
|
|
201,901,743 |
|
|
201,994,217 |
|
There are no more remaining outstanding instruments at December 31, 2024 and 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 17 - Interest-bearing loans and borrowings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
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) |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
52,337 |
|
|
82,746 |
|
| Between 1 and 5 years |
|
332,032 |
|
|
198,219 |
|
|
3,157 |
|
|
18,911 |
|
|
552,319 |
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Bank loans |
|
Other notes |
|
Lease liabilities |
|
Other borrowings |
|
Total |
| More than 5 years |
|
30,203 |
|
|
— |
|
|
206 |
|
|
52,337 |
|
|
82,746 |
|
| Between 1 and 5 years |
|
332,032 |
|
|
198,219 |
|
|
3,157 |
|
|
18,911 |
|
|
552,319 |
|
| 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 |
|
| At January 1, 2024 |
|
528,359 |
|
|
201,952 |
|
|
36,856 |
|
|
163,546 |
|
|
930,713 |
|
|
|
|
|
|
|
|
|
|
|
|
| New loans |
|
1,971,542 |
|
|
— |
|
|
332 |
|
|
750,983 |
|
|
2,722,857 |
|
|
|
|
|
|
|
|
|
|
|
|
| Scheduled repayments |
|
(177,638) |
|
|
— |
|
|
(33,604) |
|
|
(377,540) |
|
|
(588,782) |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Early repayments |
|
(999,690) |
|
|
— |
|
|
— |
|
|
— |
|
|
(999,690) |
|
Acquisitions through business combinations (Note 26) |
|
332,529 |
|
|
— |
|
|
1,500 |
|
|
234,491 |
|
|
568,520 |
|
| Other changes |
|
(1,429) |
|
|
668 |
|
|
(171) |
|
|
(4,057) |
|
|
(4,989) |
|
| Disposals through sale of subsidiary |
|
— |
|
|
— |
|
|
(1,137) |
|
|
— |
|
|
(1,137) |
|
| Translation differences |
|
(867) |
|
|
— |
|
|
(32) |
|
|
(4,338) |
|
|
(5,237) |
|
| Balance at December 31, 2024 |
|
1,652,806 |
|
|
202,620 |
|
|
3,744 |
|
|
763,085 |
|
|
2,622,255 |
|
|
|
|
|
|
|
|
|
|
|
|
| More than 5 years |
|
360,928 |
|
|
— |
|
|
184 |
|
|
528,109 |
|
|
889,221 |
|
| Between 1 and 5 years |
|
1,089,941 |
|
|
198,887 |
|
|
1,267 |
|
|
139,252 |
|
|
1,429,347 |
|
| More than 1 year |
|
1,450,869 |
|
|
198,887 |
|
|
1,451 |
|
|
667,361 |
|
|
2,318,568 |
|
| Less than 1 year |
|
201,937 |
|
|
3,733 |
|
|
2,293 |
|
|
95,724 |
|
|
303,687 |
|
| Balance at December 31, 2024 |
|
1,652,806 |
|
|
202,620 |
|
|
3,744 |
|
|
763,085 |
|
|
2,622,255 |
|
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 April 7, 2021, the Group entered into an €80 million ($83.1 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 has 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, 2024 and December 31, 2023, the outstanding balance on this facility was $27.5 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 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. The facility carries a rate of daily compounded SOFR plus a margin of 2.15% with margin adjustment of plus or minus 10 bps. The 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 5.25 years with maturity on March 30, 2030. On September 2, 2024, the Group has signed a supplementary agreement with ING and ABN Amro for a top up amount of $45 million. As of December 31, 2024 and December 31, 2023, the outstanding balance on this facility was $148.7 million and $124.8 million, respectively.
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 $70.0 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 acquired Frontline's 26.12% stake in the Company for $18.43 per share
• Frontline acquired 24 VLCC tankers from the Euronav fleet for $2.35 billion
• The Company's pending arbitration action against Frontline and affiliates is 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 CMB.TECH has started delivering the 24 vessels to Frontline over a period of 2 months. In relation to this transaction, the remaining CMB.TECH 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. In 2023 the 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, 2024 and December 31, 2023, the outstanding balance on this facility was $750.0 million and $415.7 million, respectively.
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.
Due to the acquisition and consolidation of CMB.TECH Enterprises as per February, 2024, the following facilities were entered into the Group:
•Credit facility of €152.0 million with CEXIM dated January 29, 2022. As of December 31, 2024, the outstanding balance on this facility was $72.5 million.
•Credit facility of €8.8 million with Société Générale dated March 10, 2022. As of December 31, 2024, the outstanding balance on this facility was $8.2 million.
•Credit facility of €1.25 million with KBC dated March 2, 2023. As of December 31, 2024, the outstanding balance on this facility was $1.3 million.
•Credit facility of €1.25 million with Belfius dated May 16, 2023. As of December 31, 2024 the outstanding balance on this facility was $1.3 million.
•Credit facility of €100.1 million with BNP Paribas Fortis dated October 9, 2023. Upsize term loan facility of €51.1 million was concluded on November 28, 2024 to finance a CSOV. As of December 31, 2024, $86.9 million was outstanding under this facility.
•Sustainability-linked credit facility of €50.1 million with Société Générale dated August 3, 2023. Upsize facility of €104.6 million was concluded on September 30, 2024 to finance two other CSOVs. As of December 31, 2024, $34.3 million was outstanding under this facility.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
•Credit facility of $280.0 million with CEXIM dated September 28, 2023. As of December 31, 2024, the outstanding balance on this facility was $189.2 million.
•Credit facility of €77.9 million with KBC and Belfius dated June 23, 2021. As of December 31, 2024, the outstanding balance on this facility was $43.9 million.
On May 8, 2024, the Group entered into a credit facility of $224.0 million for the financing of five Newcastlemax dry bulk vessels that also features a predelivery finance component. The facility has been concluded with CEXIM and is guaranteed with a Sinosure insurance cover. The facility has a term of 12 years as from delivery of the respective vessels and carries a rate of CME Term SOFR plus a margin of 2.06%. As of December 31, 2024, the outstanding balance on this facility was $115.7 million.
On June 28, 2024, the Company has entered into an amendment and restatement agreement relating to the Global Refinancing $1,290 million to (i) consolidate the Newbuild Facility into the Revolving Facility and (ii) increase the amount of the Revolving Facility to up to $1,047 million; and (iii) revise the reduction and repayment amounts in relation to the Revolving Facility. In Q3 and Q4, the Company has fully repaid the Transition Facility.
On July 22, 2024, the Group entered into a $129.8 million ECA covered senior secured amortizing loan facility to finance two newbuilding Suezmax vessels that also features a predelivery finance component. The facility was guaranteed with a KEXIM insurance cover. DNB acted as agent in the facility and KEXIM joined as a Mandated Lead Arranger. The facility has a duration of 12 years as from delivery of the respective vessel. As of December 31, 2024, the outstanding balance on this facility was $26.0 million.
On September 27, 2024, the Group entered into a $182.5 million senior secured amortizing facility comprising a revolving credit facility of up to $72.5 million to refinance the transition term loan facility under the $1,290.0 million Senior Secured Credit Facility. The financing had been concluded with Hamburg Commercial Bank who has per December 27, 2024 syndicated $32.5 million to Danske Bank. This facility bears interest at SOFR plus a margin of 2.20% - 2.80% per annum. The margin is reset every quarter depending on the Loan-To-Value ratio. As of December 31, 2024, the outstanding balance on this facility amounted to $167.3 million.
On October 20, 2024, the Group entered into a $41.8 million senior secured amortizing loan facility to finance one newbuilding Newcastlemax vessel. The new facility has been concluded with KfW and carries a rate of CME Term SOFR plus a margin of 2.00%. The facility has a duration of 8 years as from delivery of the vessel. As the vessel is only assumed to be delivered end of 2025, nothing was outstanding as of December 31, 2024.
Undrawn borrowing facilities
At December 31, 2024, CMB.TECH and its fully-owned subsidiaries have undrawn credit line facilities amounting to $308.6 million (2023: $813.4 million), of which $101.8 million will mature within 12 months.
Terms and debt repayment schedule
The terms and conditions of outstanding loans were as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
|
Curr |
|
Nominal interest rate |
|
Year of mat. |
|
Facility size |
|
Drawn |
|
Carrying value |
|
Facility size |
|
Drawn |
|
Carrying value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured Revolving loan 80M |
|
EUR |
|
SOFR + CAS + 1.45% |
|
2026 |
|
83,112 |
|
|
27,500 |
|
|
27,505 |
|
|
88,400 |
|
|
— |
|
|
(66) |
|
Secured FSO loan 161.1M |
|
USD |
|
SOFR + 2.15% |
|
2030 |
|
148,727 |
|
|
148,727 |
|
|
147,464 |
|
|
124,809 |
|
|
124,809 |
|
|
123,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured vessels loan Refi - Revolving loan 1,341M* |
|
USD |
|
SOFR + 2.30% - 2.90% |
|
2028 |
|
995,207 |
|
|
750,000 |
|
|
743,637 |
|
|
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 |
|
Secured vessels loan 129.75M |
|
USD |
|
SOFR + 1.28% - 1.73% |
|
2038 |
|
25,950 |
|
|
25,950 |
|
|
26,102 |
|
|
— |
|
|
— |
|
|
— |
|
Secured vessels Revolving loan 182.5M* |
|
USD |
|
SOFR + 2.20% - 2.80% |
|
2029 |
|
169,500 |
|
|
167,250 |
|
|
165,691 |
|
|
— |
|
|
— |
|
|
— |
|
Credit Line Belfius Windcat EUR 1.25M |
|
EUR |
|
SOFR + 1.83% |
|
— |
|
1,299 |
|
|
1,299 |
|
|
1,299 |
|
|
— |
|
|
— |
|
|
— |
|
Credit Line KBC Windcat EUR 1.25M |
|
EUR |
|
SOFR + 2.40% |
|
— |
|
1,299 |
|
|
1,299 |
|
|
1,299 |
|
|
— |
|
|
— |
|
|
— |
|
Loan BNPPF EUR 151.2M |
|
EUR |
|
Euribor + 1.00% |
|
2038 |
|
86,925 |
|
|
86,925 |
|
|
87,510 |
|
|
— |
|
|
— |
|
|
— |
|
Loan CEXIM I 152M |
|
USD |
|
SOFR + 2.06% |
|
2036 |
|
72,504 |
|
|
72,504 |
|
|
70,309 |
|
|
— |
|
|
— |
|
|
— |
|
Loan CEXIM II 280M |
|
USD |
|
SOFR + 2.06% |
|
2035 |
|
189,216 |
|
|
189,216 |
|
|
183,163 |
|
|
— |
|
|
— |
|
|
— |
|
Loan CEXIM III 224M |
|
USD |
|
SOFR + 2.06% |
|
2038 |
|
115,733 |
|
|
115,733 |
|
|
112,330 |
|
|
— |
|
|
— |
|
|
— |
|
Loan KBC/Belfius Windcat EUR 78M |
|
EUR |
|
Euribor + 3.25% |
|
2027 |
|
49,426 |
|
|
43,921 |
|
|
43,623 |
|
|
— |
|
|
— |
|
|
— |
|
Loan SocGen EUR 154.7M |
|
EUR |
|
Euribor + 1.00%
Euribor + 0.90%
|
|
2037
2039
|
|
34,276 |
|
|
34,276 |
|
|
34,634 |
|
|
— |
|
|
— |
|
|
— |
|
Loan SocGen EUR 8.8M |
|
EUR |
|
Euribor + 1.10% |
|
2033 |
|
8,228 |
|
|
8,228 |
|
|
8,240 |
|
|
— |
|
|
— |
|
|
— |
|
Loan KfW 41.8M |
|
USD |
|
SOFR + 2.00% |
|
2033 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Total interest-bearing bank loans |
|
|
|
1,981,402 |
|
|
1,672,828 |
|
|
1,652,806 |
|
|
1,353,934 |
|
|
540,534 |
|
|
528,359 |
|
* 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Other notes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
|
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 |
|
|
202,620 |
|
|
200,000 |
|
|
200,000 |
|
|
201,952 |
|
Total other notes |
|
|
|
200,000 |
|
|
200,000 |
|
|
202,620 |
|
|
200,000 |
|
|
200,000 |
|
|
201,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 the Company 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, 2024, the outstanding amount was $63.0 million or €60.6 million (December 31, 2023: $87.8 million or €79.1 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, 2024, the fair value of these forward contracts amounted to $(1.4) million (December 31, 2023: $1.5 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 CMB.TECH 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 Suezmaxes Cypres (2022 – 157,310 dwt) and Cedar (2022 – 157,310 dwt), the last one delivered at January 10, 2024. The vessels were sold and were 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 the Company as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $153.8 million. As of December 31, 2024, the outstanding amount was $142.9 million in total. At the end of the bareboat contract, the Company has a purchase obligation of $7.39 million per vessel.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
The Company 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.
Due to the acquisition and consolidation of CMB.TECH Enterprises as per February, 2024, $105.7 million of sale and leaseback arrangements were entered into the Group. CMB.TECH Enterprises entered into a number of sale and leaseback arrangements in relation to its newbuilding program, which also feature a pre-delivery finance component. The sale and leaseback financing agreements have a term of between 10 and 15 years from the delivery of the respective vessels and carry an interest rate of SOFR plus 2.00% to 4.21%. At the end of the bareboat contract, the Company has a purchase option or a purchase obligation.
During the year, the CMB.TECH Group entered into different sale and leaseback agreements featuring a pre-delivery component:
•A 10-year sale and leaseback arrangement for the financing of two dry bulk vessels to be built at Beihai Shipyard. The facility carries an interest of SOFR plus 2.45% as from delivery of the respective vessels. Upon the conclusion of the bareboat contract, the Company will have the option to purchase the vessel. As of December 31, 2024, the facility is used for an amount of $6.4 million.
•An 8-year sale and leaseback arrangement and a 10-year sale and leaseback arrangement for the financing of two chemical tankers to be built at China Merchants Jinling Shipyard. The facilities carry an interest of SOFR plus 2.00% as from delivery of the respective vessels. Upon the conclusion of the bareboat contract, the Company will have the option to purchase the vessel. As of December 31, 2024, the facility is used for an amount of $8.6 million.
As at December 31, 2024, the total outstanding balance under these facilities was $557.2 million.
In accordance with IFRS, these transactions were not accounted for as a sale. However, the Group will continue to recognise the transferred assets, and has recognised a financial liability equal to the net transfer proceeds.
Following the acquisition of CMB.TECH Enterprises by CMB.TECH per February 2024, the presentation of pre-delivery financing as part of the sale and bareboat (post-delivery) financing has been thoroughly reviewed to align accounting treatment and presentation. As this pre-delivery financing is inextricably linked to the post-delivery financing, there is a right to defer the settlement for at least 12 months as at the reporting date.
This is disclosed in the line item more than five years until the moment of delivery.
The future lease payments for these leaseback agreements are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
|
|
|
|
|
| Less than one year |
|
31,701 |
|
|
4,547 |
|
| Between one and five years |
|
141,251 |
|
|
19,130 |
|
| More than five years |
|
531,385 |
|
|
52,828 |
|
| Total future lease payables |
|
704,337 |
|
|
76,505 |
|
|
|
|
|
|
Transaction and other financial costs
The heading 'Other changes' in the first table of this note 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 2024, the Group recognized $14.9 million of directly attributable transaction costs as a deduction from the fair value of the refinancing facilities and $4.3 million as a deduction from the sale and leaseback arrangements and recognized $9.2 million of amortization of financing costs. Furthermore, the heading 'Other changes' in 2023 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2024, compared to 2023 (2024: $(-145.6) million, 2023: $(-132.3) million). The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses related to sale and leaseback financing. Other financial charges decreased in 2024 compared to 2023 (2024: $(-9.2) million, 2023: $(-13.5) million) (see Note 6).
Interest on lease liabilities (2024: $(-0.3) million, 2023: $(-0.6) million) were recognized.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 |
1,038,450 |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,038,450 |
|
|
Proceeds from issue of other borrowings |
— |
|
— |
|
231,845 |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
231,845 |
|
|
Proceeds from transfer of treasury shares |
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
1,080 |
|
— |
|
1,080 |
|
|
Repayment of sale and leaseback agreement |
— |
|
— |
|
(22,667) |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(22,667) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction costs related to loans and borrowings |
(5,871) |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(5,871) |
|
|
Repayment of borrowings |
(909,470) |
|
(67,200) |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(976,670) |
|
|
Repayment of commercial paper |
— |
|
— |
|
(279,314) |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(279,314) |
|
|
Repayment of lease liabilities |
— |
|
— |
|
— |
|
|
(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 |
4,926 |
|
865 |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,791 |
|
|
Amortization of above par issuance |
— |
|
(57) |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(57) |
|
|
Amortization of below par issuance |
— |
|
28 |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
28 |
|
|
New leases |
— |
|
— |
|
— |
|
|
14,060 |
|
— |
|
— |
|
— |
|
— |
|
14,060 |
|
|
| Interest expense (Note 6) |
— |
|
— |
|
8,809 |
|
|
1,237 |
|
— |
|
— |
|
— |
|
— |
|
10,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation differences |
— |
|
— |
|
(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 |
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
5,429 |
|
— |
|
5,429 |
|
|
| Repayment of sale and leaseback agreement (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) |
|
— |
|
5,429 |
|
(418,733) |
|
(1,455,458) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
(157,595) |
|
807,916 |
|
3,288,086 |
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
Equity |
|
|
Loans and borrowings |
Other Notes |
Other borrowings |
|
Lease liabilities |
Share capital / premium |
Reserves |
Treasury shares |
Retained earnings |
Total |
| Balance at January 1, 2024 |
528,359 |
|
201,952 |
|
163,546 |
|
|
36,856 |
|
1,705,677 |
|
1,375 |
|
(157,595) |
|
807,916 |
|
3,288,086 |
|
|
|
|
|
|
|
|
|
|
|
|
| Changes from financing cash flows |
|
|
|
|
|
|
|
|
|
|
| Proceeds from loans and borrowings (Note 17) |
1,971,542 |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,971,542 |
|
| Proceeds from issue of other borrowings (Note 17) |
— |
|
— |
|
750,983 |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
750,983 |
|
| Proceeds from transfer of treasury shares (Note 15) |
— |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
(126,913) |
|
— |
|
(126,913) |
|
|
|
|
|
|
|
|
|
|
|
|
| Repayment of sale and leaseback liability (Note 17) |
— |
|
— |
|
(54,299) |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(54,299) |
|
| Transaction costs related to loans and borrowings (Note 17) |
(14,946) |
|
— |
|
(4,278) |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(19,224) |
|
| Repayment of borrowings (Note 17) |
(1,177,328) |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(1,177,328) |
|
| Repayment of commercial paper (Note 17) |
— |
|
— |
|
(357,171) |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(357,171) |
|
| Repayment of lease liabilities (Note 17) |
— |
|
— |
|
— |
|
|
(33,879) |
|
— |
|
— |
|
— |
|
— |
|
(33,879) |
|
| Dividend paid |
— |
|
— |
|
— |
|
|
— |
|
(1,006,043) |
|
— |
|
— |
|
(120,640) |
|
(1,126,683) |
|
| Total changes from financing cash flows |
779,268 |
|
— |
|
335,235 |
|
|
(33,879) |
|
(1,006,043) |
|
— |
|
(126,913) |
|
(120,640) |
|
(172,972) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other changes |
|
|
|
|
|
|
|
|
|
|
| Liability-related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of transaction costs (Note 17) |
8,260 |
|
697 |
|
306 |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
9,263 |
|
| Amortization of above par issuance (Note 17) |
— |
|
(57) |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
(57) |
|
| Amortization of below par issuance (Note 17) |
— |
|
28 |
|
— |
|
|
— |
|
— |
|
— |
|
— |
|
— |
|
28 |
|
| New leases (Note 17) |
— |
|
— |
|
— |
|
|
332 |
|
— |
|
— |
|
— |
|
— |
|
332 |
|
Acquisitions through business combination (Note 17) |
332,529 |
|
— |
|
234,491 |
|
|
1,500 |
|
— |
|
— |
|
— |
|
— |
|
568,520 |
|
| Disposals through sale of subsidiary |
— |
|
— |
|
— |
|
|
(1,137) |
|
— |
|
— |
|
— |
|
— |
|
(1,137) |
|
| Interest expense (Note 6) |
— |
|
— |
|
33,930 |
|
|
275 |
|
— |
|
— |
|
— |
|
— |
|
34,205 |
|
| Translation differences (Note 17) |
(867) |
|
— |
|
(4,338) |
|
|
(32) |
|
— |
|
— |
|
— |
|
— |
|
(5,237) |
|
Other |
5,257 |
|
— |
|
(85) |
|
|
(171) |
|
— |
|
— |
|
— |
|
— |
|
5,001 |
|
| Total liability-related other changes |
345,179 |
|
668 |
|
264,304 |
|
|
767 |
|
— |
|
— |
|
— |
|
— |
|
610,918 |
|
|
|
|
|
|
|
|
|
|
|
|
| Total equity-related other changes (Note 15) |
— |
|
— |
|
— |
|
|
— |
|
— |
|
(1,275) |
|
— |
|
89,822 |
|
88,547 |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2024 |
1,652,806 |
|
202,620 |
|
763,085 |
|
|
3,744 |
|
699,634 |
|
100 |
|
(284,508) |
|
777,098 |
|
3,814,579 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 18 - Employee benefits
The amounts recognized in the balance sheet are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
|
December 31, 2022 |
| NET LIABILITY AT BEGINNING OF PERIOD |
|
(1,669) |
|
|
(1,635) |
|
|
(6,839) |
|
| Recognized in profit or loss |
|
329 |
|
|
140 |
|
|
2,594 |
|
| Recognized in other comprehensive income |
|
200 |
|
|
(116) |
|
|
942 |
|
| Foreign currency translation differences |
|
80 |
|
|
(57) |
|
|
184 |
|
| Reclassification equity-settled LTIPs |
|
— |
|
|
— |
|
|
1,484 |
|
| NET LIABILITY AT END OF PERIOD |
|
(1,060) |
|
|
(1,669) |
|
|
(1,635) |
|
|
|
|
|
|
|
|
| Present value of funded obligation |
|
(5,488) |
|
|
(5,330) |
|
|
(4,595) |
|
| Fair value of plan assets |
|
5,315 |
|
|
5,173 |
|
|
4,434 |
|
| |
|
(173) |
|
|
(157) |
|
|
(161) |
|
| Present value of unfunded obligations |
|
(887) |
|
|
(1,512) |
|
|
(1,474) |
|
| NET LIABILITY |
|
(1,060) |
|
|
(1,669) |
|
|
(1,635) |
|
|
|
|
|
|
|
|
| Amounts in the balance sheet: |
|
|
|
|
|
|
| Liabilities |
|
(1,060) |
|
|
(1,669) |
|
|
(1,635) |
|
| Assets |
|
— |
|
|
— |
|
|
— |
|
| NET LIABILITY |
|
(1,060) |
|
|
(1,669) |
|
|
(1,635) |
|
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. Following the sale of Euronav Ship Management Hellas in 2024 (see Note 25), the Greek defined benefit plan is no longer included. 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 2025: $53,191.
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 2025: $321,615.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 19 - Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
|
|
|
|
|
| Derivatives |
|
— |
|
|
146 |
|
| Total non-current other payables |
|
— |
|
|
146 |
|
| Trade payables |
|
22,296 |
|
|
42,032 |
|
| Accrued expenses |
|
24,826 |
|
|
43,898 |
|
| Accrued payroll |
|
2,662 |
|
|
2,724 |
|
| Dividends payable |
|
538 |
|
|
16,301 |
|
|
|
|
|
|
| Deferred income |
|
27,367 |
|
|
17,355 |
|
| Other payables |
|
1,902 |
|
|
1,703 |
|
|
|
|
|
|
| Total current trade and other payables |
|
79,591 |
|
|
124,013 |
|
The decrease in trade payables is primarily driven by a reduction in outstanding bunker-related invoices, one-off items associated with structural changes that were outstanding at the end of 2023, and the sale of Euronav Ship Management Hellas as per June 18, 2024. This decrease is partially offset by the acquisition of CMB.TECH during 2024.
The decrease in accrued expenses as of December 31, 2024, compared to December 31, 2023, is primarily attributable to a reduction in expenses related to vessels in drydock at year-end. Additionally, the one-off items associated with the deal with Frontline and time charter hire for the Marlin Sardinia and Marlin Somerset at the end of 2023 have been settled in the course of 2024.
The decrease in dividends payable relates to the withholding tax payable at December 31, 2023 on the dividend pay out for coupon 36.
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 2025. This primarily relates to time charter revenue invoices issued in advance of the monthly hire. The increase is mainly attributable to a higher number of vessels operating under time charter agreements compared to December 31, 2023.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward exchange contracts (Note 13/17) |
|
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 11/13) |
|
— |
|
|
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 |
|
|
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps (Note 11/13) |
|
2,145 |
|
|
— |
|
|
— |
|
|
2,145 |
|
|
— |
|
|
2,145 |
|
|
— |
|
|
2,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,145 |
|
|
— |
|
|
— |
|
|
2,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial assets not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current receivables (Note 11) |
|
— |
|
|
73,797 |
|
|
— |
|
|
73,797 |
|
|
— |
|
|
— |
|
|
73,797 |
|
|
73,797 |
|
Lease receivables (Note 13) |
|
— |
|
|
1,263 |
|
|
— |
|
|
1,263 |
|
|
— |
|
|
2,268 |
|
|
— |
|
|
2,268 |
|
| Trade and other receivables * (Note 13) |
|
— |
|
|
184,409 |
|
|
— |
|
|
184,409 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
| Cash and cash equivalents (Note 14) |
|
— |
|
|
38,869 |
|
|
— |
|
|
38,869 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
298,338 |
|
|
— |
|
|
298,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Forward exchange contracts (Note 17) |
|
1,373 |
|
|
— |
|
|
— |
|
|
1,373 |
|
|
— |
|
|
1,373 |
|
|
— |
|
|
1,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,373 |
|
|
— |
|
|
— |
|
|
1,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financial liabilities not measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Secured bank loans (Note 17) |
|
— |
|
|
— |
|
|
1,622,703 |
|
|
1,622,703 |
|
|
— |
|
|
1,648,136 |
|
|
— |
|
|
1,648,136 |
|
Unsecured bank loans (Note 17) |
|
— |
|
|
— |
|
|
30,103 |
|
|
30,103 |
|
|
— |
|
|
30,103 |
|
|
— |
|
|
30,103 |
|
| Unsecured other notes (Note 17) |
|
— |
|
|
— |
|
|
202,620 |
|
|
202,620 |
|
|
202,225 |
|
|
— |
|
|
— |
|
|
202,225 |
|
| Other borrowings (Note 17) |
|
— |
|
|
— |
|
|
763,085 |
|
|
763,085 |
|
|
— |
|
|
771,798 |
|
|
— |
|
|
771,798 |
|
| Lease liabilities (Note 17) |
|
— |
|
|
— |
|
|
3,744 |
|
|
3,744 |
|
|
— |
|
|
3,383 |
|
|
— |
|
|
3,383 |
|
| Trade and other payables * (Note 19) |
|
— |
|
|
— |
|
|
50,700 |
|
|
50,700 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
2,672,955 |
|
|
2,672,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 2024. 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 and cash security deposits) |
|
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 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 2023 and 2024.
Financial risk management
In the course of its normal business, the Group is exposed to the following risks:
•Credit risk
•Liquidity risk
•Market risk (Shipping 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. 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 2023. In particular, the two clients representing each 8% of the Marine division's total revenue in 2024 (see Note 2) only represented 0.30% of the total trade and other receivables at December 31, 2024 (2023: one client representing 4.23%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
The ageing of current trade and other receivables is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
| Not past due |
|
172,334 |
|
|
266,613 |
|
| Past due 0-30 days |
|
15,247 |
|
|
12,060 |
|
| Past due 31-365 days |
|
45,779 |
|
|
26,781 |
|
| More than one year |
|
2,523 |
|
|
1,656 |
|
| Total trade and other receivables |
|
235,883 |
|
|
307,111 |
|
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, 2024 23.98% (2023: 55.14%) 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, 2024 mainly consist of shareholders loans to joint ventures and a cash security. Non-current receivables as at December 31, 2023 mainly consist of lease receivables and other non-current receivables (see Note 11).
Cash and cash equivalents
The Group held cash and cash equivalents of $38.9 million at December 31, 2024 (2023: $429.4 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
Our secured indebtedness is secured by a CMB.TECH NV guarantee when the indebtedness is not taken at the level of the parent. This is applicable for the following facilities, as per December 31, 2024:
•$150.0 million Sustainability-linked Senior Secured Credit Facility
•$41.8 million Senior Secured Credit Facility
•€151.2 million Senior Secured Credit Facility
•€154.7 million Sustainability-linked Senior Secured Credit Facility
•€77.9 million Senior Secured Credit Facility
•Cedar & Cypres sale and leaseback
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
•CMA CGM Etosha sale and leaseback
•CMYZ0121 sale and leaseback
•CMYZ0122 sale and leaseback
•OCY sale and leaseback I
•OCY sale and leaseback II
•OCY sale and leaseback III
•€1.6 million Senior Secured Credit Facility – TSM Windcat 54 (BRED)
•€1.6 million Senior Secured Credit Facility – TSM Windcat 54 (CIC)
•€3.5 million Senior Secured Credit Facility – TSM Windcat 56
•€2.8 million Senior Secured Credit Facility – TSM Windcat 59 (BPI)
•€2.8 million Senior Secured Credit Facility – TSM Windcat 59 (CIC)
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 2023 |
| (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) |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Contractual cash flows December 31, 2024 |
| |
|
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) |
|
1,855,426 |
|
|
2,429,845 |
|
|
313,873 |
|
|
1,603,373 |
|
|
512,598 |
|
| Other borrowings (Note 17) |
|
763,085 |
|
|
1,111,977 |
|
|
143,799 |
|
|
292,668 |
|
|
675,510 |
|
| Lease liabilities (Note 17) |
|
3,744 |
|
|
4,138 |
|
|
2,397 |
|
|
1,517 |
|
|
224 |
|
| Current trade and other payables * (Note 19) |
|
52,073 |
|
|
52,073 |
|
|
52,073 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2,674,328 |
|
|
3,598,033 |
|
|
512,143 |
|
|
1,897,558 |
|
|
1,188,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
Market risk
Managing interest rate benchmark reform and associated risks
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 $111.5 million nominal amount at December 31, 2024 (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.
Total amounts of unreformed contracts, including those with an appropriate fallback clause
As at December 31, 2024, all existing financial instruments are indexed to USD SOFR and EURIBOR.
Shipping market risk
The spot 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
Every increase (decrease) of $1,000 on the spot freight market (VLCC, Suezmax, Newcastlemax, Coaster, Container, Chemical tanker and CSOV) per day would have increased (decreased) profit or loss by the amounts shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (effect in thousands of USD) |
|
2024 |
|
2023 |
|
2022 |
|
|
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 |
|
|
14,521 |
|
|
(14,521) |
|
|
20,252 |
|
|
(20,252) |
|
|
21,348 |
|
|
(21,348) |
|
Interest rate risk
CMB.TECH interest rate management general policy is to borrow at floating interest rates based on SOFR and on EURIBOR plus a margin. The CMB.TECH 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, 2024 and December 31, 2023, the Group had such instruments in place and approximately 6% and 17% of the floating interest rates have been hedged, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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) |
|
2024 |
|
2023 |
| FIXED RATE INSTRUMENTS |
|
|
|
|
| Financial assets |
|
13,681 |
|
|
850 |
|
| Financial liabilities |
|
344,731 |
|
|
238,808 |
|
|
|
358,412 |
|
|
239,658 |
|
|
|
|
|
|
| VARIABLE RATE INSTRUMENTS |
|
|
|
|
Financial assets |
|
3,688 |
|
|
— |
|
| Financial liabilities |
|
2,277,524 |
|
|
691,905 |
|
| |
|
2,281,212 |
|
|
691,905 |
|
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, 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) |
|
|
|
|
|
|
|
|
|
|
| December 31, 2024 |
|
|
|
|
|
|
|
|
| Variable rate instruments |
|
(6,999) |
|
|
6,999 |
|
|
— |
|
|
— |
|
| Interest rate swaps |
|
— |
|
|
— |
|
|
1,486 |
|
|
(1,514) |
|
| Cash Flow Sensitivity (Net) |
|
(6,999) |
|
|
6,999 |
|
|
1,486 |
|
|
(1,514) |
|
|
|
|
|
|
|
|
|
|
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 Bank loans and Treasury Notes denominated in Euros. In 2024 about 29.6% (2023: 18.6% and 2022: 15.4%) 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, 2024 |
|
December 31, 2023 |
|
December 31, 2022 |
|
|
EUR |
|
USD |
|
EUR |
|
USD |
|
EUR |
|
USD |
| Trade payables |
|
(4,188) |
|
|
(18,108) |
|
|
(5,888) |
|
|
(36,144) |
|
|
(6,653) |
|
|
(18,043) |
|
| Operating expenses |
|
(184,427) |
|
|
(439,046) |
|
|
(122,878) |
|
|
(538,317) |
|
|
(103,339) |
|
|
(568,357) |
|
Bank loans |
|
(176,605) |
|
|
(1,476,202) |
|
|
66 |
|
|
(528,426) |
|
|
265 |
|
|
(1,333,448) |
|
| Treasury Notes |
|
(63,009) |
|
|
— |
|
|
(87,106) |
|
|
(700) |
|
|
(50,664) |
|
|
— |
|
For the average and closing rates applied during the year, we refer to Note 28.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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) |
|
2024 |
|
2023 |
|
2022 |
| Equity |
|
554 |
|
|
607 |
|
|
648 |
|
| Profit or loss |
|
(19,726) |
|
|
(13,356) |
|
|
(10,994) |
|
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, 2024, 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 |
|
(49,242) |
|
|
(46,055) |
|
|
(429,462) |
|
| Average fixed interest rate |
|
3.29 |
% |
|
3.29 |
% |
|
3.29 |
% |
|
|
|
|
|
|
|
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 |
% |
|
|
|
|
|
|
|
The Group 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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
(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 |
|
Recycled into P&L |
|
Cash flow hedge reserve |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate risk |
|
|
|
|
|
|
|
|
|
|
|
| Variable-rate instruments |
(1,005) |
|
|
— |
|
|
2,145 |
|
|
6,164 |
|
|
24,717 |
|
|
1,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fx rate risk |
|
|
|
|
|
|
|
|
|
|
|
Fx Swaps |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,032 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
During the period 2024 |
|
|
(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 |
|
111,545 |
|
|
2,145 |
|
|
— |
|
|
Non-current receivables, Trade and other current receivables |
|
1,005 |
|
— |
|
|
— |
|
|
Finance expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
During 2024, no amounts were reclassified from hedging reserve to profit or loss. During 2023 the hedges which were unwound, were classified from hedging reserve to profit or loss for a total amount of $24.7 million.
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, 2024 |
|
1,140 |
|
|
Cash flow hedges |
|
|
|
Change in fair value interest rate risk |
|
1,005 |
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2024 |
|
2,145 |
|
|
|
|
|
|
| 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) |
|
|
|
|
|
|
| Balance at December 31, 2023 |
|
1,140 |
|
|
|
|
|
|
Capital management
The Company considers equity (Note 15) and borrowings (Note 17) to be capital, and manages it as follows.
The Company 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%.
We are currently in compliance with all financial covenants under our debt instruments, however in the case of certain covenants, such as the stockholders’ equity to total assets ratio, which was 30.5% as of December 31, 2024, there is only a minimum threshold below which we would trigger an event of default on our debt.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
We monitor compliance with these covenants continually and consider the risk of default to be low based on current projections and the availability of timely mitigating actions. In the event of a covenant breach, many of our financing agreements also provide grace or remedy periods during which we may take corrective actions to restore compliance. Such corrective actions may include, but are not limited to:
•posting additional collateral;
•partial repaying outstanding debt to reduce leverage;
•infusing equity capital;
•negotiating amendments or temporary waivers with lenders and
•implementing other measures that would positively influence the ratio.
In addition to the measures described above, the Company has taken the strategic and structural steps to enhance its covenant flexibility and financial resilience. In March and April 2025, the Company acquired approximately 49% of the outstanding common shares of Golden Ocean, thereby consolidating its operational and asset base.
Furthermore, in order to finance the acquisition, the Company entered into a new bridge facilities agreement totaling $1.4 billion, which introduces financial covenants based on adjusted asset values rather than book values, providing a more industry-aligned measure of leverage and capital adequacy. The Company is also actively engaged in bringing its existing covenant framework in line with industry practice, particularly with respect to the use of adjusted book values and fair value-based metrics. These actions form part of the Company’s ongoing effort to ensure that its capital structure and covenant framework remains aligned with the volatile and asset-sensitive market environment.
Failure to take such actions to resolve a breach within the specified cure period or secure a waiver, however, may result in an event of default, potentially leading to debt acceleration, enforcement of security interests, or cross-defaults in other loan agreements or instruments. Consequently, we maintain a forward-looking liquidity forecast, conduct regular stress testing, and closely monitors covenant headroom. Additionally, we actively engage with key financing partners to ensure flexibility in the event of unexpected changes in circumstances.
In addition, we have identified syndicate banks to refinance all or part of the Golden Ocean's current outstanding debt and have entered into credit committee approved commitment letters with these banks as of March 4, 2025 for outstanding borrowings of up to $2.0 billion, that are subject only to the execution of satisfactory documentation and customary covenants and closing conditions. If Golden Ocean is unable to reach agreements with their existing lenders, Golden Ocean plans on refinancing the existing debt with the committed financing described above, which may have, among others, the expected terms, as follows: Golden Ocean is the borrower, the guarantors are CMB.TECH, and the subsidiaries of Golden Ocean that own the vessels are serving as collateral under the loan. The financing is expected to have a 5-year tenor and a linear age adjusted amortization profile of 20 years. The facility is expected to be priced with an interest rate of SOFR plus a market-based margin.
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.
The bank loan of Windcat is subject to following covenant: cash and cash equivalents is not less than EUR45 thousand multiplied by the number of CTVs owned.
The facilities under which CMB is still acting as a Guarantor are still subject to the CMB Group covenants:
•cash is not less than $20 million,
•cash and cash equivalents is not less than $700,000 multiplied by the aggregate number of vessels owned, time chartered or bare boat chartered by any member of the CMB Group,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
•the ratio of net funded debt to total capitalisation is not more than 70%, and
•stockholders' equity is not less than $375 million.
Additionally, most of these financing agreements also include a loan to value test covenant.
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 CMB.TECH. 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 CMB.TECH.
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 CMB.TECH). 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%).
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 20 - Financial instruments - Fair values and risk management (Continued)
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, 2024, December 31, 2023 and December 31, 2022, 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, 2024, as described above:
1.current assets on a consolidated basis (including available credit lines of $305.0 million) exceeded current liabilities by $281.2 million,
2.aggregated cash was $343.8 million,
3.cash was $38.9 million and
4.ratio of Stockholders' Equity to Total Assets was 30.5%.
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 of 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.
As part of its capital allocation strategy, the Company 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 2024, the Company purchased 8,017,162 shares on the NYSE and on Euronext Brussels. The Company owned 25,807,878 own shares (11.73% of the total issued shares) at year-end.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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, the Company 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, 2024 |
|
December 31, 2023 |
| Less than 1 year |
|
— |
|
|
30,495 |
|
| Between 1 and 5 years |
|
— |
|
|
— |
|
|
|
|
|
|
| Total future lease payments |
|
— |
|
|
30,495 |
|
For the office leases in Belgium, the Netherlands, France, Hong Kong, Singapore, UK and US which have an average lease term till January 2028, 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 21 - Leases (Continued)
Right-of-use assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
Bareboats |
|
Time charters |
|
Office rental |
|
Company cars |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
| Balance at January 1, 2024 |
|
30,295 |
|
|
— |
|
|
2,499 |
|
|
141 |
|
|
32,936 |
|
| Additions to right-of-use assets |
|
— |
|
|
— |
|
|
332 |
|
|
— |
|
|
332 |
|
| Depreciation charge for the year |
|
(295) |
|
|
— |
|
|
(1,013) |
|
|
(105) |
|
|
(1,413) |
|
| Derecognition of right-of-use assets |
|
(30,000) |
|
|
— |
|
|
(162) |
|
|
— |
|
|
(30,162) |
|
Acquisitions through business combination |
|
— |
|
|
— |
|
|
1,431 |
|
|
— |
|
|
1,431 |
|
| Disposals through sale of subsidiary |
|
— |
|
|
— |
|
|
(1,184) |
|
|
— |
|
|
(1,184) |
|
| Translation differences |
|
— |
|
|
— |
|
|
(28) |
|
|
(2) |
|
|
(30) |
|
|
|
|
|
|
|
|
|
|
|
|
| Balance at December 31, 2024 |
|
— |
|
|
— |
|
|
1,876 |
|
|
34 |
|
|
1,910 |
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
2024 |
|
2023 |
|
2022 |
| Interest on lease liabilities |
(275) |
|
|
(631) |
|
|
(1,237) |
|
| Depreciation right-of-use assets |
(1,413) |
|
|
(18,040) |
|
|
(21,059) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in statement of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
2024 |
|
2023 |
|
2022 |
|
|
|
|
|
|
| Total cash outflow for leases |
(33,879) |
|
|
(21,942) |
|
|
(25,527) |
|
| Total cash inflow for leases |
1,591 |
|
|
1,706 |
|
|
2,036 |
|
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, 2024 |
|
December 31, 2023 |
| Less than one year |
288,933 |
|
|
162,100 |
|
| Between one and five years |
1,147,997 |
|
|
300,183 |
|
| More than five years |
906,010 |
|
|
241,383 |
|
| Total future lease receivables |
2,342,939 |
|
|
703,666 |
|
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 21 - Leases (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
Lease component of revenue from time charter-out |
|
1,625,467 |
|
|
457,750 |
|
Non-lease component of revenue from time charter-out |
|
717,472 |
|
|
245,916 |
|
Total future lease receivables |
|
2,342,939 |
|
|
703,666 |
|
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.
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, 2024 |
|
December 31, 2023 |
| Less than 1 year |
|
1,285 |
|
|
1,689 |
|
| One to two years |
|
— |
|
|
1,285 |
|
| Two to three years |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total undiscounted lease receivables |
|
1,285 |
|
|
2,974 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 22 - Provisions and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of USD) |
|
Onerous contract |
Total |
|
|
|
|
| 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 |
|
|
|
|
|
| Balance at January 1, 2024 |
|
598 |
|
598 |
|
|
|
|
|
|
|
|
|
| Provisions used during the year |
|
(324) |
|
(324) |
|
| Balance at December 31, 2024 |
|
274 |
|
274 |
|
|
|
|
|
| Non-current |
|
— |
|
— |
|
| Current |
|
274 |
|
274 |
|
| Total |
|
274 |
|
274 |
|
The Group is currently involved in three 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 advisory services provided by RMK Maritime (RMK). RMK has commenced legal proceedings in the London High Court against CMB.TECH seeking $12,993,720 in damages in relation to unpaid advisory services provided by RMK to CMB.TECH concerning its merger with Gener8 in 2016 and 2017. RMK is 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, CMB.TECH's defence was served on December 29, 2022, and RMK's reply was thereafter. Cash security for CMB.TECH’s costs has been partially posted with the remainder due on April 1, 2025. The case is developing, and witness statements have been exchanged. The case is due to be heard before the court in May 2025. Based on 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.
The second claim relates to the deal concluded with Frontline. A writ of summons before the Enterprise Court of Antwerp on behalf of CMB NV was served on April 8, 2024. A similar summons was served on CMB.TECH NV on the same day. The various entities involved on the Frontline side are also being sued. Introductory hearings took place on Tuesday, June 4, 2024, when the Court set the procedural agenda, giving each party in turn the opportunity to file written proceedings up to March 2026 and providing for oral pleadings on May 4 and 11, 2026. The claim of FourWorld and others in the Antwerp Enterprise Court runs more or less parallel with FourWorld's earlier claim before the Markets Court in Brussels, namely the annulment of three decisions taken by the Company's general assembly: the sale of 24 tankers by CMB.TECH to Frontline, the termination of the arbitration procedure between CMB.TECH and Frontline, and the takeover of CMB.TECH Enterprises by the Company. 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 a nuisance. This claim before the Antwerp Enterprise 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 Markets Court of the Brussels Court of Appeal in Belgium. In March 2024, the courts both in Belgium and the US rejected all of FourWorld's requests to suspend CMB NV's mandatory offer. Consequently, no further proceedings are pending in New York. Before the Markets Court in Brussels, the case on the merits was decided on September 6, 2024. This decision led to the re-opening of the bid by the Company at the original price, increased by $0.52 (fifty-two dollar cents).
Thirdly, the Group is currently party to a number of arbitration proceedings related to the vessel Oceania. It concerns proceedings in London, Singapore and Malaysia.
As part of one of the proceedings the vessel Oceania was arrested and to secure the release of the vessel the Company posted a cash security of MYR210 million (approximately $46 million) with the High Court of Malaysia.
Hearings are scheduled for August or September this year, with a possibility for the Company to appeal which would bring the case well into 2026.
Considering the facts and circumstances of the case and external as well as internal advice from counsel, management is of the opinion that it is not more likely than not that an outflow of resources will be required to settle any obligation and that consequently no provision needs to be accounted for at the moment.
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
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 27) and with its directors and executive officers (see Note 24).
Shareholders
The shareholders in CMB.TECH 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, 2024, CMB.TECH has one major shareholder CMB, owning 81.24% of the equity representing 92.02% 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 related parties:
a.CMB.TECH has entered into a number of agreements with entities in the CMB Group:
i.An office rental agreement with MCA Facilities, a wholly owned subsidiary of CMB. The contract has a term of 3 years and is tacitly renewed every year. Amounts are indexed annually. The Group paid an annual rent of $1,264 thousand (2023: $335 thousand and in 2022: $420 thousand). As of December 31, 2024, the outstanding balance was $197 thousand (2023: $157 thousand).
ii.An auxiliary services agreement with CMB. The CMB Group will provide various services to the Company such as general management services, strategic advisory services, accounting services, legal services and general corporate administration. The agreement is for an indefinite period. Total overheads, adjusted for costs that cannot be allocated to other entities within the Group, are charged monthly on the basis of the number of hours spent per legal entity within the Group. The fee is subject to true-up of 5% and the methodology is reviewed annually between the parties.
iii.The auxiliary services agreement also includes various shipping services such as chartering, operational and technical services. For these services, the recharge is based on the industry standard, i.e. 1.25% of shipping revenue. For all these services (see items ii and iii) an amount of $9.8 million was charged in 2024. As of December 31, 2024, the outstanding balance was $4.0 million.
iv.Sale of five Suezmax vessels, Sapphira (2008 - 150,205 dwt), Statia (2006 - 150,205 dwt), Selena (2007 - 150,205 dwt), Cap Victor (2007 - 158,853 dwt) and Cap Felix (2008 - 158,765 dwt) to a wholly owned subsidiary of CMB NV at the market rate at the date of the transaction as part of the fleet rejuvenation.
b.For Famatown / Hemen / Frontline: CMB.TECH 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) |
|
2024 |
|
2023 |
|
2022 |
| Total remuneration |
|
948 |
|
|
1,441 |
|
|
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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 23 - Related parties (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of EUR) |
|
2024 |
|
2023 |
|
2022 |
| Total fixed remuneration |
|
1,000 |
|
|
2,456 |
|
|
2,724 |
|
| of which |
|
|
|
|
|
|
| Cost of pension |
|
— |
|
|
24 |
|
|
28 |
|
| Other benefits |
|
— |
|
|
— |
|
|
810 |
|
|
|
|
|
|
|
|
| Total variable remuneration |
|
333 |
|
|
8,500 |
|
|
7,320 |
|
| of which |
|
|
|
|
|
|
| Share-based payments |
|
— |
|
|
3,218 |
|
|
5,757 |
|
Termination benefits |
|
— |
|
|
3,642 |
|
|
— |
|
All amounts mentioned refer to the Management Board in its official composition throughout 2024.
The remuneration of the CEO can be summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of EUR) |
|
2024 |
|
2023 |
|
2022 |
| Total fixed remuneration |
|
250 |
|
|
471 |
|
|
624 |
|
| of which |
|
|
|
|
|
|
| Cost of pension |
|
— |
|
|
— |
|
|
— |
|
| Other benefits |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
| Total variable remuneration |
|
83 |
|
|
4,163 |
|
|
3,628 |
|
| of which |
|
|
|
|
|
|
| Share-based payments |
|
— |
|
|
1,811 |
|
|
2,966 |
|
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 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 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 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 $12 (decreased with the amount of dividend paid since grant, if any). A second tranche (16%) vests on the date the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), a third tranche (25%) vests on the date the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the final tranche (44%) vests on the date the FMV reaches $18 (decreased with the amount of dividend paid since grant, if any) (see Note 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 23 - Related parties (Continued)
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. 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). 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 27).
On March 24, 2022, the Suezmax Bari was sold for $21.5 million. A gain on the sale of $3.3 million (CMB.TECH'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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 23 - Related parties (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
| As of and for the year ended December 31, 2024 |
|
|
|
|
|
|
| (in thousands of USD) |
|
Trade receivables |
|
Trade payables |
|
Shareholders Loan |
|
Turnover |
|
Dividend Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bari Shipholding Ltd |
|
— |
|
|
— |
|
|
850 |
|
|
14 |
|
|
— |
|
| Bastia Shipholding Ltd |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tankers Agencies (UK) Ltd |
|
63 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
be Hydro BV |
|
— |
|
|
— |
|
|
903 |
|
|
— |
|
|
— |
|
| JPN H2Ydro CO. Ltd |
|
15 |
|
|
— |
|
|
6,690 |
|
|
— |
|
|
— |
|
FRS Windcat Offshore Logistics GmbH |
|
5 |
|
|
— |
|
|
3,688 |
|
|
117 |
|
|
— |
|
| TSM Windcat |
|
30 |
|
|
— |
|
|
5,238 |
|
|
104 |
|
|
— |
|
| Total |
|
112 |
|
|
— |
|
|
17,369 |
|
|
235 |
|
|
150 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 24 - Share-based payment arrangements
Description of share-based payment arrangements:
All remaining share-based payments have been settled in 2023.
During 2022 and 2023, the Group had the following share-based payment arrangements:
Long term incentive plan 2015 (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 2022 with respect to the LTIP 2015 was $1.8 million.
Long term incentive plan 2018 (Cash-settled)
All remaining phantom stocks were vested in 2022. The compensation income recognized in the consolidated statement of profit or loss during 2022 was $0.6 million.
Transaction Based Incentive Plan 2019 (Cash-settled)
All remaining phantom stocks were vested in 2022. The compensation expense recognized in the consolidated statement of profit or loss during 2022 was $7.4 million.
Long term incentive plan 2019 (Equity-settled)
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 2022 was $0.6 million.
Long term incentive plan 2020 (Equity-settled)
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 and in 2022 an expense of $0.4 million.
Long term incentive plan 2021 (Equity-settled)
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. 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 an expense of $0.8 million and in 2022 an expense of $0.7 million.
Long term incentive plan 2022 (Equity-settled)
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. 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)
As of December 31, 2023, 120,079 RSU's were vested due to the change of control whereby CMB acquired the shares of Frontline and all 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 $1.6 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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 24 - Share-based payment arrangements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
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, 2024 and 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, 2024 and 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. 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 (2024: expense of $0 million, 2023: expense of $3.9 million and 2022: expense of $9.2 million) are included in employee benefits and administrative expenses.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 24 - Share-based payment arrangements (Continued)
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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 25 - Group entities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Country of incorporation |
|
Consolidation method |
|
Ownership interest |
|
|
|
|
|
|
December 31, 2024 |
|
December 31, 2023 |
|
December 31, 2022 |
| Parent |
|
|
|
|
|
|
|
|
|
|
CMB.TECH 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 |
|
United Kingdom |
|
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 |
|
NA |
|
100.00 |
% |
|
100.00 |
% |
| Euronav Ship Management Hellas (branch office) |
|
|
|
|
|
|
|
|
|
|
Euronav Hong Kong Ltd |
|
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 Pte. Ltd |
|
Singapore |
|
full |
|
100.00 |
% |
|
100.00 |
% |
|
100.00 |
% |
Green Bulker One Pte Ltd. |
|
Singapore |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Green Bulker Two Pte Ltd. |
|
Singapore |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Green Bulker Three Pte Ltd. |
|
Singapore |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
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 |
% |
|
100.00 |
% |
| TI Asia Ltd |
|
Hong Kong |
|
full |
|
100.00 |
% |
|
100.00 |
% |
|
100.00 |
% |
CMB TECH Namibia (Pty) Ltd |
|
Namibia |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH Namibia Properties (Pty) Ltd |
|
Namibia |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH Belgium NV |
|
Belgium |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH Industry NV |
|
Belgium |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH International NV |
|
Belgium |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH Netherlands BV |
|
Netherlands |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH Enterprises NV |
|
Belgium |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CMB.TECH Technology and development centre Limited |
|
United Kingdom |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
CTV Crewing Services Limited |
|
United Kingdom |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
H2 Infra NV |
|
Belgium |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Ammonia Carrier AS |
|
Norway |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats (Ireland) Limited |
|
Ireland |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats (Scotland) Limited |
|
United Kingdom |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats (Wales) CYF |
|
United Kingdom |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats 2 Ltd |
|
Guernsey |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats BV |
|
Netherlands |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats Holdings Limited |
|
United Kingdom |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Windcat Workboats International BV |
|
Netherlands |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats International Ltd |
|
Guernsey |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
Windcat Workboats Limited |
|
United Kingdom |
|
full |
|
100.00 |
% |
|
NA |
|
NA |
|
|
|
|
|
|
|
|
|
|
|
| Joint ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Tankers Agencies (UK) Ltd |
|
United Kingdom |
|
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 |
|
NA |
|
50.00 |
% |
|
50.00 |
% |
be Hydro BV |
|
Belgium |
|
equity |
|
50.00 |
% |
|
NA |
|
NA |
Cleanergy Solutions (Namibia) (Pty) Ltd |
|
Namibia |
|
equity |
|
49.00 |
% |
|
NA |
|
NA |
FRS Windcat Offshore Logistics GmbH |
|
Germany |
|
equity |
|
50.00 |
% |
|
NA |
|
NA |
FRS Windcat Offshore Logistics Limited |
|
Cyprus |
|
equity |
|
50.00 |
% |
|
NA |
|
NA |
FRS Windcat Polska Sp.z.o.o |
|
Poland |
|
equity |
|
50.00 |
% |
|
NA |
|
NA |
JPN H2YDRO CO. Ltd |
|
Japan |
|
equity |
|
50.00 |
% |
|
NA |
|
NA |
TSM Windcat sas |
|
France |
|
equity |
|
50.00 |
% |
|
NA |
|
NA |
On February 7, 2024, CMB.TECH 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 $1.15 billion in cash (see Note 26). CMB.TECH is a diversified 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 producers to its customers. CMB.TECH is active throughout the full hydrogen value chain through three different divisions: Marine, H2 infra and H2 Industry. The Company assessed the accounting treatment of the acquisition and concluded that the transaction was accounted for as a common control transaction. Therefore IFRS 3 has not been applied.
On April 16, 2024, CMB.TECH and Anglo-Eastern Univan Group (“Anglo-Eastern”) concluded a Heads of Agreement for the sale and purchase of Euronav Ship Management Hellas (“ESMH”), CMB.TECH’s ship management arm. CMB.TECH and Anglo-Eastern intend to join forces through this sale, with the latter assuming ownership of ship management responsibilities for the vessels currently under ESMH on an “as is” basis. This transaction will provide Anglo-Eastern with a strong local presence in the Greek market while also greatly enhancing its footprint in large crude oil tankers. Post-integration, ESMH will become part of Anglo-Eastern’s global network, offering the combined entity a wide range of growth opportunities in different regions and ship types. The transaction has been concluded on June 18, 2024 and ESMH has been deconsolidated from the Group as from that date. The Company realized a gain of $19.7 million on this sale and has been recognized under other operating income (see Note 4).
On July 27, 2024 the joint venture, Bastia Shipholding Ltd, was dissolved.
In the fourth quarter of 2024, Green Bulker One Pte Ltd, Green Bulker Two Pte Ltd and Green Bulker Three Pte Ltd were established and incorporated.
At December 31, 2024, 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, 2024, 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.
CMB.TECH has acquired in 2022 the remaining 50% in TI Asia Ltd. and TI Africa Ltd. CMB.TECH 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 26 - Business Combination
CMB.TECH and CMB NV (“CMB”), its controlling shareholder, announced on December 22, 2023, that they entered into a share purchase agreement for the acquisition of 100% of the shares in CMB.TECH Enterprises NV (“CMB.TECH Enterprises”) (the “Transaction”) for a purchase price of $1.15 billion in cash. CMB.TECH Enterprises is a diversified maritime group. CMB.TECH Enterprises 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 producers to its customers.
CMB.TECH Enterprises is active throughout the full hydrogen value chain through three different divisions: Marine, H2 infra, and H2 Industry. The value creation of the new strategy is driven by CMB.TECH Enterprises' fleet of approximately 160 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, shipping platform, with the Company becoming the reference in sustainable shipping. CMB and CMB.TECH believe that the addition of CMB.TECH Enterprises to CMB.TECH’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 transaction was approved by an Extraordinary General Meeting on February 7, 2024 and has been completed on February 8, 2024.
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
|
|
|
|
|
|
Vessels (Note 8) |
|
|
|
425,564 |
|
|
|
|
Assets under construction (Note 8) |
|
|
|
478,235 |
|
|
|
|
Other tangible assets (Note 8 and 21) |
|
|
|
23,650 |
|
|
|
|
Intangible assets (Note 9) |
|
|
|
3,538 |
|
|
|
|
Investments in equity accounted investees (Note 27) |
|
|
|
12,399 |
|
|
|
|
| Receivables |
|
|
|
16,514 |
|
|
|
|
| Deferred tax assets |
|
|
|
5,414 |
|
|
|
|
| Current assets |
|
|
|
57,128 |
|
|
|
|
| Cash and cash equivalents |
|
|
|
4,176 |
|
|
|
|
| LT loans and borrowings |
|
|
|
(532,439) |
|
|
|
|
| Provisions |
|
|
|
(111) |
|
|
|
|
| Current liabilities |
|
|
|
(58,108) |
|
|
|
|
|
|
|
|
|
|
|
|
| Total identifiable net assets acquired |
|
|
|
435,960 |
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
|
|
|
|
|
|
Consideration transferred in cash |
|
|
|
1,153,000 |
|
|
|
|
Consideration repayment outstanding shareholders loan |
|
|
|
79,930 |
|
|
|
|
| Total identifiable net assets acquired |
|
|
|
435,960 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
796,970 |
|
|
|
|
Current assets are comprised of trade debtors, inventory and deferred charges. Current liabilities are primarily constituted by short-term loans and borrowings related to the newbuild program, trade debts and accrued costs and deferred income related to the shipping activities.
The repayment of the outstanding shareholders loan was integrated in the share purchase agreement.
The transaction has been considered as a transaction under common control and therefore IFRS 3 does not apply. Hence book value accounting was applied which resulted in the recognition of an adjustment of $797.0 million in retained earnings to reflect the difference between the considerations paid and the identifiable net assets acquired.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Contribution to revenue and profit/loss
Since their acquisition by the Group, the acquired companies contributed revenue of $198.3 million and a gain of $11.2 million to the Group’s consolidated results for the year ended December 31, 2024. If the acquisition had occurred on 1 January 2024, management estimates that the Group’s consolidated revenue for the year ended December 31, 2024 would have been $949.6 million and consolidated profit for the year ended December 31, 2024 would have been $870.0 million.
Acquisition related costs
The Group incurred approximately $1.0 million of legal fees, mainly related to due diligence costs and advisory fees. These acquisition-related costs for the business combination were expensed as incurred and are included in 'General and administrative expenses'.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
At fair value through profit or loss
The investment in other companies of $45.0 million relates to the purchase of 10% of the shares of Anglo-Eastern Univan Group Limited.
Equity-accounted investees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
December 31, 2024 |
|
December 31, 2023 |
| Assets |
|
|
|
|
| Interest in joint ventures |
|
16,806 |
|
|
518 |
|
| Interest in associates |
|
— |
|
|
— |
|
| TOTAL ASSETS |
|
16,806 |
|
|
518 |
|
|
|
|
|
|
| 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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
ASSET |
|
|
| (in thousands of USD) |
|
Investments in equity accounted investees |
|
Shareholders loans |
|
|
|
|
| Gross balance |
|
70,995 |
|
|
31,694 |
|
|
|
|
|
| Offset investment with shareholders loan |
|
1,451 |
|
|
(1,451) |
|
|
|
|
|
| Balance at January 1, 2022 |
|
72,446 |
|
|
30,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Reclassification of associate to joint venture (Note 23) |
|
— |
|
|
(32,844) |
|
|
|
|
|
Movement equity to shareholders loan |
|
(2,000) |
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Business combinations |
|
(83,186) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross balance |
|
597 |
|
|
850 |
|
|
|
|
|
| Offset investment with shareholders loan |
|
826 |
|
|
(826) |
|
|
|
|
|
| Balance at December 31, 2022 |
|
1,423 |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reversal prior year offset investment with shareholders loan |
|
(826) |
|
|
826 |
|
|
|
|
|
| Group's share of profit (loss) for the period |
|
(927) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross balance |
|
(330) |
|
|
850 |
|
|
|
|
|
| Offset investment with shareholders loan |
|
848 |
|
|
(848) |
|
|
|
|
|
| Balance at December 31, 2023 |
|
518 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
ASSET |
|
|
| (in thousands of USD) |
|
Investments in equity accounted investees |
|
Shareholders loans |
|
|
|
|
| Reversal prior year offset investment with shareholders loan |
|
(848) |
|
|
848 |
|
|
|
|
|
| Group's share of profit (loss) for the period |
|
920 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital increase/(decrease) in joint ventures |
|
3,796 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Movement shareholders loans to joint ventures |
|
— |
|
|
4,485 |
|
|
|
|
|
Business combinations |
|
12,399 |
|
|
11,638 |
|
|
|
|
|
Translation differences |
|
(475) |
|
|
(290) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross balance |
|
16,311 |
|
|
16,683 |
|
|
|
|
|
| Offset investment with shareholders loan |
|
495 |
|
|
(495) |
|
|
|
|
|
| Balance at December 31, 2024 |
|
16,806 |
|
|
16,188 |
|
|
|
|
|
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.
The increase in investments in equity accounted investees and shareholders loans at December 31, 2024 is mainly due the acquisition of CMB.TECH Enterprises as of February 2024.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
|
|
|
|
|
|
|
|
|
| Joint venture |
Segment |
Description |
| Tankers Agencies (UK) Ltd |
Euronav |
Parent company of Tankers International Ltd |
| Tankers International LLC |
Euronav |
The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs |
| Bari Shipholding Ltd |
Euronav |
Formerly owner of 1 Suezmax, dormant company |
| TI Africa Ltd |
Euronav |
Operator and owner of a single floating storage and offloading facility (FSO Africa), as from June 7, 2022 100% subsidiary * |
| TI Asia Ltd |
Euronav |
Operator and owner of a single floating storage and offloading facility (FSO Asia), as from June 7, 2022 100% subsidiary * |
be HYDRO bv |
H2 Industry |
BeHydro focusses on the development and sale of hydrogen combustion engines. |
JPN H2YDRO CO. Ltd |
H2 Industry |
JPN H2YDRO CO. is the owner of a passenger ferry that is being deployed in the Japanese inland sea and is powered by a dual fuel hydrogen diesel combustion engine. |
Cleanergy Solutions (Namibia) (Pty) Ltd |
H2 Infra |
Cleanergy Solutions (Nambia) (Pty) will develop green hydrogen production projects in Namibia. |
FRS Windcat Offshore Logistics Gmbh |
Windcat |
FRS Windcat Offshore Logistics is a joint venture within the Windcat Group that owns 6 CTVs as per December 31, 2024. The aim of the joint venture is gaining market share in the German offshore wind market. Note that the joint venture also comprises a Polish entity, i.e. FRS Windcat Polska, with a similar purpose. However, this Polish entity is dormant. |
TSM Windcat sas |
Windcat |
TSM Windcat is a joint venture within the Windcat Group that owns 6 CTVs as per December 31, 2024. The aim of the joint venture is gaining market share in the French offshore wind market. |
* 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:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Asset |
|
| (in thousands of USD) |
|
|
|
|
|
|
|
|
|
|
|
Tankers Agencies (UK) Ltd (see Note 25) |
|
TI LLC (see Note 25) |
|
Bari Shipholding Ltd |
|
be HYDRO |
|
JPN H2YDRO CO. Ltd |
|
Cleanergy Solution (Namibia) (Pty) Ltd |
|
FRS Windcat Offshore Logistics Gmbh |
|
TSM Windcat sas |
|
Total |
|
| At December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Percentage ownership interest |
|
|
|
|
|
|
|
|
|
|
|
50 |
% |
|
50 |
% |
|
50 |
% |
|
50 |
% |
|
50 |
% |
|
49 |
% |
|
50 |
% |
|
50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-Current assets |
|
|
|
|
|
|
|
|
|
|
|
1,482 |
|
|
— |
|
|
— |
|
|
725 |
|
|
19,387 |
|
|
21,699 |
|
|
18,885 |
|
|
25,746 |
|
|
87,924 |
|
|
| of which vessel |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
382 |
|
|
— |
|
|
9,505 |
|
|
25,723 |
|
|
35,610 |
|
|
| Current Assets |
|
|
|
|
|
|
|
|
|
|
|
198,050 |
|
|
96 |
|
|
— |
|
|
2,234 |
|
|
10,203 |
|
|
8,340 |
|
|
2,107 |
|
|
2,240 |
|
|
223,270 |
|
|
| of which cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
3,096 |
|
|
— |
|
|
— |
|
|
103 |
|
|
4,729 |
|
|
5,371 |
|
|
635 |
|
|
236 |
|
|
14,170 |
|
|
| Non Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
1,190 |
|
|
— |
|
|
1,700 |
|
|
— |
|
|
17,811 |
|
|
63 |
|
|
5,143 |
|
|
22,849 |
|
|
48,756 |
|
|
| of which bank loans |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,961 |
|
|
12,368 |
|
|
15,329 |
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
196,731 |
|
|
7 |
|
|
— |
|
|
3,081 |
|
|
6,059 |
|
|
10,363 |
|
|
12,344 |
|
|
4,592 |
|
|
233,177 |
|
|
| of which bank loans |
|
|
|
|
|
|
|
|
|
|
|
15,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
25 |
|
|
3,113 |
|
|
18,638 |
|
|
| Net assets (100%) |
|
|
|
|
|
|
|
|
|
|
|
1,611 |
|
|
89 |
|
|
(1,700) |
|
|
(122) |
|
|
5,720 |
|
|
19,613 |
|
|
3,505 |
|
|
545 |
|
|
29,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group's share of net assets |
|
|
|
|
|
|
|
|
|
|
|
981 |
|
|
52 |
|
|
(850) |
|
|
(61) |
|
|
2,860 |
|
|
9,610 |
|
|
1,753 |
|
|
273 |
|
|
14,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders loans to joint venture |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
850 |
|
|
903 |
|
|
6,690 |
|
|
— |
|
|
3,688 |
|
|
5,238 |
|
|
17,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Carrying amount of interest in joint venture |
|
|
|
|
|
|
|
|
|
|
|
981 |
|
|
52 |
|
|
— |
|
|
— |
|
|
2,860 |
|
|
9,610 |
|
|
3,144 |
|
|
273 |
|
|
16,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Remaining shareholders loan to joint venture |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
842 |
|
|
6,690 |
|
|
— |
|
|
3,418 |
|
|
5,238 |
|
|
16,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenue |
|
|
|
|
|
|
|
|
|
|
|
908,159 |
|
|
— |
|
|
9 |
|
|
2,324 |
|
|
6,751 |
|
|
3 |
|
|
7,005 |
|
|
7,341 |
|
|
931,592 |
|
|
| Depreciations and amortization |
|
|
|
|
|
|
|
|
|
|
|
(102) |
|
|
— |
|
|
— |
|
|
(341) |
|
|
(1,052) |
|
|
(16) |
|
|
(1,646) |
|
|
(2,552) |
|
|
(5,709) |
|
|
| Interest expense |
|
|
|
|
|
|
|
|
|
|
|
(1,037) |
|
|
— |
|
|
— |
|
|
(138) |
|
|
(148) |
|
|
(5) |
|
|
(482) |
|
|
(649) |
|
|
(2,459) |
|
|
| Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,279) |
|
|
— |
|
|
(179) |
|
|
— |
|
|
(1,457) |
|
|
| Profit (loss) for the period (100%) |
|
|
|
|
|
|
|
|
|
|
|
653 |
|
|
4 |
|
|
(4) |
|
|
(287) |
|
|
2,645 |
|
|
(617) |
|
|
(228) |
|
|
(482) |
|
|
1,684 |
|
|
| Other comprehensive income (100%) |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group's share of profit (loss) for the period |
|
|
|
|
|
|
|
|
|
|
|
398 |
|
|
2 |
|
|
(2) |
|
|
(144) |
|
|
1,323 |
|
|
(302) |
|
|
(114) |
|
|
(241) |
|
|
920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Group's share of other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
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 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.
On August 9, 2020, TSM Windcat SAS entered into a €3.2 million ($3.3 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 49. The facility has been concluded with Crédit Agricole and carries a fixed interest rate of 1.25%. The facility has a duration of 7 years. As of December 31, 2024, the outstanding balance on this facility was $1.9 million.
On April 28, 2021, TSM Windcat SAS entered into a €3.2 million ($3.3 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 52. The facility has been concluded with Crédit Agricole and carries a fixed interest rate of 1.20%. The facility has a duration of 7 years. As of December 31, 2024, the outstanding balance on this facility was $2.1 million.
On October 5, 2021, TSM Windcat SAS entered into a €3.2 million ($3.3 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 53. The facility has been concluded with BPI and carries a fixed interest rate of 1.56%. The facility has a duration of 7 years. As of December 31, 2024, the outstanding balance on this facility was $2.3 million.
On April 4, 2022, TSM Windcat SAS entered into a €1.6 million ($1.7 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 54. The facility has been concluded with BRED and carries a fixed interest rate of 1.40%. The facility has a duration of 7 years. As of December 31, 2024, the outstanding balance on this facility was $1.2 million.
On May 23, 2022, TSM Windcat SAS entered into a €1.6 million ($1.7 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 54. The facility has been concluded with CIC and carries a fixed interest rate of 1.45%. The facility has a duration of 7 years. As of December 31, 2024, the outstanding balance on this facility was $1.3 million.
On March 3, 2023, TSM Windcat SAS entered into a €3.5 million ($3.6 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 56. The facility has been concluded with BRED and carries a fixed interest rate of 3.90%. The facility has a duration of 7 years. As of December 31, 2024, the outstanding balance on this facility was $3.3 million.
On December 3, 2023, TSM Windcat SAS entered into a €2.8 million ($2.9 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 59 that also features a predelivery finance component. The facility has been concluded with BPI and carries a fixed rate of 4.40%. The facility has a duration of 7 years as from delivery of the vessel. As of December 31, 2024, the outstanding balance on this facility was $1.7 million.
On June 28, 2023, TSM Windcat SAS entered into a €2.8 million ($2.9 million) senior secured amortizing term loan facility to finance the acquisition of the TSM Windcat 59 that also features a predelivery finance component. The facility has been concluded with CIC and carries a fixed rate of 4.44%. The facility has a duration of 7 years as from delivery of the vessel. As of December 31, 2024, the outstanding balance on this facility was $1.7 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 27 - Investments
On June 17, 2021, FRS Windcat Offshore Logistics Limited entered into a €9.5 million ($9.9 million) senior secured amortizing term loan facility to finance the FRS Windcat 28, FRS Windcat 34, FRS Windcat 35, FRS Windcat 42 and FRS Windcat 43. The facility has been concluded with Rabobank and carries a fixed interest rate of 1.75% during the first 3 years and a floating interest rate of EURIBOR plus a margin of 1.95% thereafter. The facility has a duration of 5 years. As of December 31, 2024, the outstanding balance on this facility was $3.0 million.
Loan covenant
For the bank loans related to the FSOs, covenants were not applicable anymore as from June 2022 following the acquisition of the remaining 50% shares in TI Africa Ltd and TI Asia Ltd. For the other bank loans, no covenants are applicable.
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 (CMB.TECH'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 gain of $6.6 million was recorded in the second quarter of 2022.
There were no capital commitments as of December 31, 2024, December 31, 2023 and December 31, 2022.
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in thousands of USD) |
|
2024 |
|
2023 |
|
|
|
|
|
| Cash and cash equivalents of the joint ventures |
|
14,170 |
|
|
3,134 |
|
| Group's share of cash and cash equivalents |
|
7,416 |
|
|
1,902 |
|
|
|
|
|
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
Note 28 - 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, 2024 |
|
December 31, 2023 |
|
December 31, 2022 |
|
2024 |
|
2023 |
|
2022 |
| EUR |
|
1.0389 |
|
|
1.1050 |
|
|
1.0666 |
|
|
1.0860 |
|
|
1.0797 |
|
|
1.0555 |
|
| GBP |
|
1.2529 |
|
|
1.2715 |
|
|
1.2026 |
|
|
1.2806 |
|
|
1.2408 |
|
|
1.2415 |
|
Note 29 - Subsequent events
On December 31, 2024, CMB.TECH has sold the Suezmax Cap Lara (2007 - 158,826 dwt) for $33.2 million. The vessel is accounted for as a non-current asset held for sale as at December 31, 2024, and has a carrying value of $14.4 million. The sale generates a gain of $18.8 million and was recognized upon delivery to the new owner on March 10, 2025.
On January 7, 2025, the Company took delivery of Newcastlemax Mineral Portugal (2025 - 210,754 dwt).
On January 9, 2025, FRS Windcat Offshore Logistics Limited entered into a €22.9 million ($23.8 million) senior secured amortizing term loan facility which replaces the €9.5 million Senior Secured Credit Facility and will also be used to finance the acquisition of the Hydrocat 55, FRS Windcat 61, FRS Windcat 62, FRS Windcat 64 and FRS Windcat 65. The facility has been concluded with Rabobank and carries a fixed interest rate of 4.15% during the first 3 years and a floating interest rate of EURIBOR plus a margin, which is still to be determined, thereafter. The facility has a duration of 5 years.
On January 13, 2025, Windcat Workboats International BV, a subsidiary of CMB.TECH, has ordered a newbuild hydrogen powered (dual fuel) multifunctional port utility vessel (MPHUV) with Neptune Construction for an amount of $6.1 million. Delivery is scheduled end 2025, beginning 2026.
On January 23, 2025, the Company took delivery of Newcastlemax Mineral Osterreich (2025- 210,761 dwt).
On January 27, 2025, VLCC Alsace (2012 – 299,999 dwt) has successfully been delivered to its new owner. The vessel was accounted for as a non-current asset held for sale as at December 31, 2024, and had a carrying value of $69.4 million. The net gain on the vessel amounts to $27.5 million and was recognized upon delivery to her new owners on January 27, 2025.
On February 4, 2025, Ammonia Carrier AS, a subsidiary of CMB.TECH Enterprises, has successfully concluded a pre- and post-delivery multicurrency revolving facility on a 1,400 TEU newbuild container vessel for a total commitment of $26.3 million. The facility has a tenor of 7 years as from delivery.
On March 4, 2025, the Company announced that it entered into a share purchase agreement with Hemen Holding Limited ("Hemen") for the acquisition of 81,363,730 shares in Golden Ocean Group Limited ("Golden Ocean") representing approximately 41% of Golden Ocean’s issued and outstanding voting shares at a price of $14.49 per share. The Share Purchase did not trigger a mandatory takeover bid or similar offer in Bermuda, Norway, the United States, or any other jurisdiction. This acquisition is in line with our strategic objective of diversification, and our intent to become a long-term shareholder in Golden Ocean and investing in a modern dry bulk fleet. The initial accounting and determination of goodwill is not yet complete and therefore no details on fair value of assets and liabilities acquired, fair value of consideration transferred nor accounting values can be disclosed, including existence of contingent liabilities.
On March 4, 2025, we entered into a $1.4 billion bridge facilities agreement with KBC Bank NV, Crédit Agricole CIB and Société Générale in view of the acquisition of shares in Golden Ocean. The bridge facilities agreement has an initial term of 9 months with the possibility to extend its term twice with an additional six months.
On March 12, 2025, CMB.TECH NV, through its subsidiary, purchased from Hemen the 81,363,730 shares in Golden Ocean.
On March 24, 2025, CMB.TECH NV announced that it has signed an agreement with Mitsui O.S.K. Lines, Ltd. (“MOL”) and MOL CHEMICAL TANKERS PTE. LTD. (“MOLCT”) for nine ammonia-powered vessels. These vessels will be among the world's first ammonia-powered Newcastlemax bulk carriers and chemical tankers. The delivery of these ships is expected between 2026 and 2029. This agreement between MOL/MOLCT, and CMB.TECH involves nine ammonia-powered ships. Three ammonia-fitted 210,000 dwt Newcastlemax bulk carriers currently on order at Qingdao Beihai Shipyard will be jointly owned by CMB.TECH and MOL and chartered to MOL for a period of 12 years each. Six chemical tankers - two ammonia-fitted and four ammonia-ready - have been ordered at China Merchants Jinling Shipyard (Yangzhou) by CMB.TECH and chartered to MOLCT for 10 and 7 years each respectively. The Newcastlemaxes will be delivered in 2026 and 2027, whilst the chemical tankers’ delivery is expected in 2028 and 2029.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2024
On March 26, 2025, the Company took delivery of CTV Hydrocat 60.
On March 27, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired 7,347,277 additional shares in Golden Ocean in the open market following the Share Purchase. On March 27, 2025, CMB.TECH NV owned an aggregate of 88,711,007 shares in Golden Ocean, representing approximately 44.5% of Golden Ocean's outstanding voting shares.
On April 3, 2025, CMB.TECH NV filed a Schedule 13D/A to report that CMB.TECH NV indirectly acquired 9,689,297 additional shares in Golden Ocean in the open market following the Share Purchase. On April 3, 2025, CMB.TECH NV owned an aggregate of 98,400,304 shares in Golden Ocean, representing approximately 49.4% of Golden Ocean's outstanding voting shares.
On April 7, 2025, CMB.TECH has successfully concluded a pre- and post delivery term loan facility for the 5 VLCC’s that it currently has on order. The total commitment is $392.7 million with a tenor of 2 years (pre-delivery) and 12 years (post-delivery).
EX-1
2
cmbtech_articlesofassoci.htm
EX-1.2
cmbtech_articlesofassoci
TRANSLATION This document is a fair but an unofficial English translation of the Articles of Association of EURONAV NV. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern. Limited Liability Company (under Belgian Law) (CMB.TECH as from 1 October 2024) De Gerlachekaai 20, 2000 Antwerpen Registered within the jurisdiction of the Enterprise Court of Antwerp Enterprise number 0860.402.767 COORDINATED ARTICLES OF ASSOCIATION of 2 July 2024
- 2 - SECTION 1. LEGAL FORM - NAME – REGISTERED OFFICE – OBJECT – DURATION Article 1. The company has the legal form of a limited liability company (“naamloze vennootschap”). Its name will be “EURONAV”. In accordance with the decision of the extraordinary general meeting of 2 July 2024, its name will be “CMB.TECH” as from 1 October 2024. Article 2. The registered office of the company is established in the Flemish Region. Article 3. The object of the company consists of all operations related to the maritime transport and ship owning, particularly chartering in and out, acquisition and sale of ships, opening and operation of regular shipping lines. This enumeration is not restrictive. Furthermore, the object of the company also comprises the acquisition, the management, the sale and transfer of participating interests in all existing or still to be incorporated companies, with industrial, financial or commercial activities. The company is also authorised to associate with any private person, companies or associations having a similar object, to merge with them and to bring in or to transfer to them, temporarily or definitely, the whole or part of its assets. The company may carry out, both in Belgium and abroad, all operations involving real and immovable property, all financial, commercial and industrial operations, which have a direct or indirect connection with its object and namely all operations concerning the transport of all kind, by air, by sea and waterways, and by land. The company is also entitled to provide its assets as collateral security for financing granted to the group of companies to which it belongs, to the extent that such financing is useful for its activity or the activity of the companies belonging to its group or the realisation of its corporate objects. The general meeting of shareholders is entitled to modify the object under the conditions of the applicable law. Article 4. The company is founded for an unlimited period of time. The company may be dissolved only by decision of the general shareholders’ meeting under the conditions provided by law for amendment of the articles of association. SECTION 2. SHARE CAPITAL - SHAREHOLDERS Article 5. The share capital of the company amounts to two hundred thirty- nine million one hundred forty-seven thousand five hundred and five US Dollars and eighty-two cents (USD 239,147,505.82) and is represented by two hundred twenty million twenty-four thousand seven hundred thirteen (220,024,713) shares without par value. The share capital is paid up in full.
- 3 - The reference value of the share capital for purposes of implementing the provisions of the applicable law amounts to two hundred and three million four hundred sixty thousand five hundred twenty-nine euro and three cents (EUR 203,460,529.03). This value is based on the exchange rate of the US Dollar on the eleventh of June two thousand eighteen (14h15) published by the European Central Bank, as it appears from the bank statement delivered by BNP Paribas Fortis on the eleventh of June two thousand eighteen, attached to the authentic deed executed on the twelfth of June two thousand eighteen before the Civil Law Notary Van Ooteghem, in Temse, containing modification of the articles of association. Article 6. Whenever the share capital is increased, and except when the remuneration of contributions in kind is concerned, the new shares must be offered first to the existing shareholders in proportion to the amount of capital that their shares represent at the time of the issue. However, notwithstanding the foregoing, the general shareholders’ meeting can at all times decide, under the conditions provided by law for amendment of the articles of association, that the whole or part of the new shares to be subscribed in cash, will not be offered by preference to the existing shareholders. When suspending or restricting the preferential subscription right, the general shareholders’ meeting may give the existing shareholders a right of priority on allotment of new the shares. The general shareholders’ meeting may also decide to issue convertible bonds or subscription rights, whether or not linked to subordinated or unsubordinated bonds. On such issue, the general shareholders’ meeting may suspend or restrict the preferential subscription rights of existing shareholders. If the preferential subscription rights are suspended or restricted, a right of priority may be granted to existing shareholders on allotment of the bonds or subscription rights. In all cases, the management board is empowered, under the terms and conditions it thinks fit, to enter into agreements in order to ensure the subscription of the whole or part of the shares to be issued. Article 7. The supervisory board is authorised to increase the share capital in one or several times subject to the terms and conditions to be determined by the supervisory board and in accordance with the at the time of the share capital increase prevailing legal provisions. Furthermore, the supervisory board is authorised to decide in one or several times on the issue of convertible bonds, subordinated or otherwise, or subscription rights, whether or not linked to subordinated or unsubordinated bonds and which may lead to increases of share capital. This authorisation is granted for an amount of: (i) twenty-five million (25,000,000) US Dollars. Upon deciding within the framework of this part of the authorisation on a share capital increase or on an issue of the aforementioned convertible bonds or subscription rights to which in principle the preferential subscription rights of the existing shareholders apply, the supervisory board is authorised, in the
- 4 - company’s interest, to (i) restrict or suspend the preferential subscription rights of the existing shareholders or (ii) restrict or suspend the preferential subscription rights of the existing shareholders in favour of one or more specific persons, other than employees of the company or of its subsidiaries. If the preferential subscription rights are suspended or restricted, the supervisory board may grant a right of priority to the existing shareholders on allotment of the new shares, convertible bonds or subscription rights; and (ii) one hundred and twenty million (120,000,000) US Dollars. Upon deciding on a share capital increase or on an issue of the aforementioned convertible bonds or subscription rights within the framework of this part of the authorisation, the supervisory board is not authorized to restrict or suspend the preferential subscription rights of existing shareholders. The reference value of the authorised capital by implementation of the applicable law amounts to twenty-three million one hundred and forty-eight thousand one hundred and forty-eight euro and fifteen cents (EUR 23.148.148,15) in respect of item (i) above, respectively one hundred and eleven million one hundred and eleven thousand one hundred and eleven euro and eleven cents (EUR 111.111.111,11) in respect of item (ii) above. This value is based on the exchange rate of the US Dollar on 19 February 2020 published by the European Central Bank, as it appears from the bank statement delivered by BNP Paribas Fortis Bank on 19 February 2020, attached to the authentic deed executed on 20 February 2020 before The Civil Law Notary De Cleene, in Antwerp, replacing The Civil Law Notary Patrick Van Ooteghem of Temse, unable to so act by reasons of ratione loci. The increases of the share capital decided upon under this authorisation may be carried out by both contribution in cash or in kind and by the incorporation of reserves, including the share premium account available for distribution. The reserves may be incorporated with or without new shares being issued. In addition, the supervisory board is authorized to determine the dividend entitlement of the shares that will be issued following share capital increases and of the shares that will be issued following the conversion of the bonds or exercise of the subscription rights carried out under this authorisation. The supervisory board may exercise this authorisation during the five years following publication of the decision of the extraordinary general shareholders’ meeting of 20 February 2020. This authorisation can be renewed in accordance with the at the time of the renewal prevailing legal provisions. Article 8. -(deleted by decision of the extraordinary shareholders meeting held on 10 November 2021)- Article 9. The capital calls are done by registered letter, at least one month before their payability. The management board fixes the amount and the due date of the capital calls. By default of payment on calls on the fixed date of maturity the interest rate due to the company will be the rate of interest of the marginal lending facility of the European Central Bank increased by one per cent, to be calculated as from the date of payability,
- 5 - without summons nor claims before court. In case the payment is not carried out within one month from the date of payability and within a week after the publication of a simple notice in the Belgian Official Gazette, the management board is empowered to have the shares that are in arrears with calls to be sold on the stock exchange through a stockbroker, for account and risk of the defaulting shareholders. The defaulting shareholders will have to make up for the difference between the subscription price and the price obtained, less the payments already made. The right to have the shares sold will not bar the company to exercise simultaneously other means provided by law. Article 10. The shares are, at the option of the shareholder, registered shares or dematerialized shares. Each shareholder may at all times and at his own expense request the conversion of his shares into registered or dematerialized shares. Shares shall remain registered until they are fully paid up. Article 11. A share register is kept at the registered office of the company and may be split by decision of the supervisory board in accordance with the provisions of the applicable law. The register of registered shares, the register of any registered bonds or any other registered securities or financial instruments issued by the company may be held in electronic form. Article 12. The company recognises only one owner per share. In case several persons are the owners of a share, the company is entitled to suspend the exercise of the rights attached thereto until one person only has been appointed to act as the owner of the share in respect of the company. Article 13. Under the conditions laid down by law, the company and its direct and indirect subsidiaries may acquire and dispose of the shares of the company. SECTION 3. MANAGEMENT – CONTROL Section 3.1. Two-tier board structure Article 14. The company is managed by a supervisory board of at least five and maximum ten members, whether shareholders or not, and a management board of at least three members. One cannot be a member of both boards. The members of the supervisory board are appointed for a term of maximum four years by the general shareholders’ meeting and at any time removable by it. The members of the management board are appointed and dismissed by the supervisory board. At least three of the thus appointed members of the supervisory board shall meet the criteria stated in the applicable law with respect to independent directors.
- 6 - The term of office of the members of the supervisory board comes to an end immediately after the ordinary general shareholders’ meeting. If a membership is entrusted to a legal entity, it appoints one physical person as its permanent representative in accordance with the provisions of the applicable law, subject to acceptance of this person by the other members of the respective board of the company. Section 3.2. Supervisory board Article 15. The supervisory board is responsible for the general policy and strategy of the company and has the power to perform all acts that are exclusively reserved to it by the applicable law. The supervisory board drafts all reports and proposals in accordance with books 12 and 14 of the Code of Companies and Associations. It supervises the management board. Within the limits of its authority, the supervisory board may confer special powers on agents of its choice. Article 16. In case of vacancy of the mandate of a member of the supervisory board due to the death, resignation or another reason, the remaining members of the supervisory board may arrange for replacement. In that case, the next general shareholders’ meeting will make a definitive appointment. A member nominated under the circumstances mentioned above, is only appointed for the time required to terminate the mandate of the member whose place he takes, unless otherwise decided by the general shareholders’ meeting. Article 17. The supervisory board elects a chairman among its members and may also elect one or more vice-chairmen. The supervisory board shall appoint its secretary, who need not to be a member. Article 18. Unless the supervisory board should make other arrangements, it shall function as follows. The supervisory board meets (i) at the request and under the chairmanship of its chairman, or in case of impediment of the latter, of a vice-chairman, or in their absence, of a member who is appointed by his colleagues, (ii) whenever this is required by the company's interest and (iii) whenever at least three members are requesting it. Notices of the meetings of the supervisory board are properly given in writing, by telecopy, by electronic mail or by phone. The meeting is held at the place mentioned in the convening notices. The supervisory board meetings may be held by telephone conference call or any other means of communication. In such case, it is deemed to take place at the registered office unless agreed upon differently by the supervisory board. A member who is unable to attend may give a proxy in writing or by email to any of his colleagues of the board to represent him at a determined meeting of the supervisory board and to vote in his place. However, no member is allowed to represent more than one other
- 7 - member in this way. A member is equally permitted, but only in cases when at least half of the members of the supervisory board are present in person, to give his opinion and express his vote in writing or by email. In any case, the member who may is unable to attend the supervisory board meeting may participate in the deliberation and decision making by phone, video conference or any other similar means of communication. For the rest, the supervisory board may make all arrangements for the effective functioning of the supervisory board and its committees. Article 19. Except for cases or circumstances beyond one's control, the supervisory board can only deliberate and decide validly when at least half of its members are present or represented. Members of the supervisory board who, in accordance with applicable law, may not participate in the deliberation and the vote are not included to determine whether the quorum has been reached. All decisions of the supervisory board are taken by simple majority of the votes. The resolutions of the supervisory board may also be passed by unanimous written agreement of the members. Article 20. The deliberations of the supervisory board are recorded in minutes, signed by the chairman and the members who request it and kept at the registered office of the company. The copies and extracts of the minutes of meetings of the supervisory board, to be produced in court cases or elsewhere, are certified and signed by the chairman or, in his absence, by the longest-serving member. Article 21. The general shareholders’ meeting may grant the members of the supervisory board a fixed remuneration and attendance fees. Section 3.3. Management board Article 22. The management board has the power to carry out all acts necessary or useful to the realisation of the company's object with the exception of those reserved by law to the supervisory board or the general shareholders’ meeting. Within the limits of its authority, the management board may confer special powers on agents of its choice. Article 23. The supervisory board shall appoint the chief executive officer, who shall be the chairman of the management board. The management board may also elect one or more vice-chairmen. Article 24. Unless the management board should make other arrangements, it shall function as follows. The management board meets (i) at the request and under the chairmanship of its chairman, or in case of impediment of the latter, of a vice-chairman, or in their absence, of a member who is appointed
- 8 - by his colleagues, (ii) whenever this is required by the company's interest and (iii) whenever at least three members are requesting it. The deliberations of the management board are recorded in minutes, signed by the members who took part in the deliberation and kept at the registered office of the company. The copies and extracts of the minutes of meetings of the management board are certified and signed by one or more members with representation powers. The resolutions of the management board may also be passed by unanimous written agreement of the members. For the rest, the management board may make all arrangements for its effective functioning. Article 25. The supervisory board determines the remuneration of the members of the management board. Section 3.4. External representation Article 26. The supervisory board represents the company vis-à-vis third parties in all matters for which it has exclusive competence in accordance with the applicable law. With regard to the powers of the supervisory board, the company is also represented by two members of the supervisory board acting jointly. The management board represents the company vis-à-vis third parties in all matters, with the exception of those matters for which, in accordance with the applicable law, the supervisory board has exclusive competence. With regard to the powers of the management board, the company is also represented by two members of the management board acting jointly. Lastly, the company may be represented by persons especially empowered for that purpose and persons delegated with the powers of daily management within the scope of such powers. Section 3.5. Control Article 27. The control over the financial situation, the annual accounts, and the regularity, from the legal point of view and according to the articles of association, of the transactions to be recorded in the annual accounts, is entrusted to one or several auditors. The auditors are appointed by the general shareholders’ meeting among the members, individuals or legal entities – provided that a permanent representative is appointed -, of the Institute of Auditors. The auditors are appointed for a period of three years and are eligible for re-election subject to the limitations thereto in the applicable law. The number of auditors and their allowance are determined by the general shareholders’ meeting. The allowances will only consist in a fixed amount determined by the general shareholders’ meeting at the beginning and for the duration of the mandate. They can only be altered with the agreement of the parties involved.
- 9 - The mandates of the retiring auditors expire immediately after the ordinary general shareholders’ meeting. SECTION 4. GENERAL SHAREHOLDERS’ MEETING Article 28. The regularly convened general shareholders’ meeting represents all shareholders. Its decisions are binding upon all of them, even upon the absent or dissenting shareholders. Article 29. Each share gives entitlement to one vote, subject to the application of the provisions of the applicable law. Article 30. The ordinary general shareholders’ meeting is held in Antwerp, on the third Thursday of the month of May, at ten thirty a.m., in the place mentioned in the convening notices. If that day is a legal holiday, the meeting will be held on the first preceding working day. The ordinary general shareholders’ meeting shall be convened by the supervisory board. Article 31. The supervisory board or the auditors may convene a special and extraordinary general shareholders’ meeting. They must do so at the request of one or more shareholders who represent at least one tenth of the share capital. This request must list and substantiate the proposed agenda items and draft resolutions. Shareholders who exercise their legal right to put items on the agenda of the general shareholders’ meeting, must include in their request the text of the items to be included and the accompanying draft resolutions. Shareholders who exercise their legal right to table draft resolutions regarding items included on the agenda of the general shareholders’ meeting, must include in their request the text of the draft resolutions. Article 32. General shareholders’ meetings are convened in accordance with the relevant provisions of the applicable law. A shareholder of shares which are tradable on the New York Stock Exchange only has the right to be admitted to and vote at the general shareholders’ meeting 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 the applicable law. The supervisory board may, in compliance with the applicable law, establish means for determination of record ownership of shares reflected directly or indirectly on the part of the company’s share register maintained in the United States and tradable on the New York Stock Exchange. Article 33. If permitted by the convening notice, the shareholders who have complied with the attendance formalities referred to in article 32 of these articles of association can participate in the shareholders meeting by electronic means upon satisfaction of the conditions and formalities set out in the convening notice. This notice will provide indications as to the means used by the company to identify the shareholders participating by electronic means and whether they can take part to the deliberations of the shareholders meeting and/or ask questions.
- 10 - Article 34. If permitted by the convening notice, the shareholders who have complied with the attendance formalities referred to in article 32 of these articles of association can vote remotely at any shareholders meeting by completing a form provided by the company, either by correspondence or by electronic means, in accordance with the instructions included in the convening notice. Possible reports provided to the company by its U.S. transfer agent and other service providers that reflect the votes issued by the company’s shareholders as at the record date, may be accepted by the company as valid for the purposes of issuing votes through letter for shares listed on the New York Stock Exchange. Shares will be taken into account for the computation of the quorum and the votes only if the applicable form provided by the company has been duly completed and returned to the company no later than six days before the date of the meeting. Where the convening notice permits shareholders to vote remotely by electronic means, this notice will provide indications as to the means used by the company to identify the shareholders voting remotely. Article 35. Unless provided for differently in the applicable law, a shareholder may arrange to be represented at the general shareholders’ meeting by only one single proxy. A proxy holder may represent more than one shareholder. The designation of a proxy holder by a shareholder will occur as stated in the convening notice. The supervisory board may decide on the form of the proxies and may stipulate that such proxy be deposited at the place it indicates, within the period it fixes and that no other forms will be accepted. Article 36. An attendance sheet showing the identity of the shareholders and the number of shares they represent, must be signed by each of them or by their proxy before entering the general shareholders’ meeting. Article 37. The chairman of the supervisory board or another member of the supervisory board delegated for this purpose by his colleagues presides over the general shareholders’ meeting. The chairman appoints the secretary and the meeting elects two tellers among its attendants. The other attending members of the supervisory board complete the bureau. Article 38. Except for the cases referred to in article 39 of these articles of association, the general shareholders’ meeting may pass resolutions by a simple majority of votes, whatever the number of shares participating in the voting. Abstentions are not taken into account in the calculation of the votes. The voting is done by show of hands or by call-over, unless the general shareholders’ meeting would decide otherwise by a simple majority of votes. Article 39. Subject to the observance of the legal requirements in respect of attendance and majority, the general shareholders’ meeting may amend the articles of association. Article 40 The supervisory board has the right, prior to any ordinary, special or extraordinary general shareholders’ meeting, to postpone or cancel the meeting. This is in addition to the legal right of the supervisory board to postpone for up to five weeks (i) any ordinary, special or extraordinary general shareholders’ meeting due to an announcement
- 11 - regarding a significant participation and (ii) during the ordinary general shareholders’ meeting, the decision regarding the approval of the financial statements. This adjournment of the decision regarding the approval of the financial statements puts an end to the deliberation and renders invalid the resolutions passed with regard to the financial statements, including the resolutions on the discharge of the members of the supervisory board and the auditors. However, it does not affect the deliberation nor the decisions in respect of resolutions having nothing to do with the financial statements. All shareholders shall be called to attend the next meeting and admitted, provided that they have completed the formalities laid down in the articles of association, and this regardless of whether or not they attended the first meeting either in person or by proxy. At the second meeting, the agenda of the initial meeting shall be dealt with in its entirety. Article 41. The minutes of the general shareholders’ meeting are signed by the members of the bureau. Copies and extracts shall be validly signed by two members of the supervisory board. SECTION 5. BALANCE SHEET – PROFIT – APPROPRIATION OF RESULTS Article 42. The financial year begins on the first of January and ends on the thirty- first of December of each year. The documents required by law are prepared within the prescribed terms through the care of the supervisory board. Moreover, in relation with these documents and within the legal terms, the inspection and communication measures prescribed by the applicable law, will be undertaken. The annual accounts, the annual report and the auditors' report are sent, together with the convening notice, to the holders of registered shares. Article 43. The credit balance of the income statement is the net profit. From this profit, a minimum of five percent shall first be set aside for the legal reserve; this deduction is no longer compulsory when the reserve reaches one tenth of the company's share capital. The supervisory board may propose to the general shareholders’ meeting to allocate the whole or part of the profit, after deduction for the legal reserve, either to a balance brought forward, or to the formation of a special reserve fund. The dividends are paid at the times and places indicated by the supervisory board. Article 44. The supervisory board is authorised, in accordance with applicable law, to pay interim dividends. SECTION 6. DISSOLUTION – POWERS OF THE LIQUIDATORS Article 45. In case of dissolution of the company, whether carried out by court order or following a decision of the general shareholders’ meeting, it
- 12 - continues to exist as a legal person for the purpose of its liquidation until the liquidation is closed. In case of dissolution, the general shareholders’ meeting has the widest powers to regulate the mode of dissolution, to choose the liquidators and to fix their powers. After the settlement of all debts and charges, as well as of the liquidation expenses or after deposits having been made to provide therefore, the net assets are divided among all the shares in cash or in securities. In case all the shares should not be paid-up to an equal extent, the liquidators, prior to proceeding to the division foreseen in the preceding paragraph, will take this diversity into account and restore the balance by putting all the shares on an absolute equality, either by making complementary callings on the insufficiently paid-up shares or by means of preliminary refunds, in cash or in securities, to the shares that are paid-up to a higher proportion. SECTION 7. REMUNERATION Article 46. In accordance with applicable law, the shareholders’ meeting of the twenty-sixth of April two thousand and eleven expressly resolved to exercise its right to opt out from the regime related to (i) the applicability of the provisions in relation to the final acquisition of shares and share options by members of the supervisory and management board; and (ii) the dispersion in time of the payment of the variable remuneration of members of the management board. SECTION 8. GENERAL PROVISIONS Article 47. For the purpose of the implementation of the present articles of association, every member of the supervisory board, every member of the management board, auditor and liquidator, residing abroad, hereby elects domicile at the registered office of the company where all communications, summons, demands or notifications may be validly sent to him, without any other obligation for the company than to hold such documents at the disposal of the addressee. SECTION 9. TRANSITORY PROVISIONS Article 48. Any existing authorisations to the supervisory board, specific or general, as the case may be, shall remain in force until the publication of the renewal of such authorisations granted by the general meeting of shareholders. * * * *
EX-2
3
a2024-dealingcode.htm
EX-2.4
a2024-dealingcode
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 1 of 13 CONTENTS 1. INTRODUCTION ............................................................................................................................ 2 1.1 SCOPE OF APPLICATION ...................................................................................................... 2 1.2 QUERIES AND MORE INFORMATION.................................................................................. 3 2. GENERAL PROHIBITIONS ............................................................................................................. 3 2.1 EU PROHIBITIONS ................................................................................................................ 3 2.2 U.S. PROHIBITIONS .............................................................................................................. 4 2.3 GENERAL SCOPE OF APPLICATION .................................................................................... 4 3. DEALING IN COMPANY SECURITIES ........................................................................................... 5 4. DEALING IN COMPANY SECURITIES – DURING CLOSED PERIODS .......................................... 5 5. SHORT-TERM DEALING ................................................................................................................ 6 6. POST-DEALING NOTIFICATION .................................................................................................... 6 7. CONFIDENTIALITY POLICY AND PROCEDURE ........................................................................... 7 8. LIST OF DESIGNATED EMPLOYEES, INSIDER LIST AND PDMR LIST ........................................ 8 9. SANCTIONS ................................................................................................................................... 9 10. FINAL PROVISIONS ................................................................................................................ 10 ANNEX 1 ............................................................................................................................................. 11 ANNEX 2 ............................................................................................................................................. 13
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 2 of 13 1. INTRODUCTION 1.1 SCOPE OF APPLICATION CMB.TECHNV, 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.
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 3 of 13 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.
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 4 of 13 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 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. 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”. 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.
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 5 of 13 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. 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;
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 6 of 13 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: - 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).
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 7 of 13 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
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 8 of 13 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.
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 9 of 13 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. 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.
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 10 of 13 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. * * *
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 11 of 13 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.
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 12 of 13 “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 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 8. “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
DEALING CODE Approved by Supervisory Board on 17 12 2024 Page 13 of 13 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 CMB.TECH 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
4
a2024-clawbackpolicy.htm
EX-4.61
a2024-clawbackpolicy
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 1 of 10 CONTENTS 1. OVERVIEW ..................................................................................................................................... 2 2. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION .................................................... 2 3. DISCRETIONARY RECOVERY ....................................................................................................... 3 4. METHOD OF RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION .............................. 4 5. RECOUPMENT PERIOD COVERED AND AMOUNT ...................................................................... 5 6. DISCLOSURE REQUIREMENTS .................................................................................................... 5 7. PROHIBITION OF INDEMNIFICATION ........................................................................................... 5 8. ADMINISTRATION AND INTERPRETATION ................................................................................. 6 9. EFFECTIVE DATE ........................................................................................................................... 6 10. AMENDMENT; TERMINATION ................................................................................................. 6 11. OTHER RECOVERY RIGHTS ..................................................................................................... 6 12. SUCCESSORS ........................................................................................................................... 7 13. DEFINITIONS ............................................................................................................................. 7 EXHIBIT A ........................................................................................................................................... 10
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 2 of 10 1. 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 CMB.TECH (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 [13].] 2. 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 Audit and Risk Committee (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
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 3 of 10 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 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 [3](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. 3. DISCRETIONARY RECOVERY (i) Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated by Section [2](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,
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 4 of 10 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 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[2]. “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. 4. 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;
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 5 of 10 (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. 5. 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 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. 6. DISCLOSURE REQUIREMENTS The Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules. 7. 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
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 6 of 10 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. 8. 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. 9. 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. 10. 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 [10]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. 11. 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
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 7 of 10 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 an 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. 12. 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. 13. 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 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
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 8 of 10 (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), Chief Chartering Officer, Chief Commercial Officer, Chief Strategy Officer 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 stock units, performance share units, stock options and SARs that are
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 9 of 10 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.
CLAWBACK POLICY Approved by Supervisory Board on 17 12 2024 Page 10 of 10 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
5
projecthelios-amendmenta.htm
EX-4.36
projecthelios-amendmenta
Execution version Dated 28 June 2024 EURONAV NV as Borrower EURONAV SHIPPING NV as Guarantor 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 AMENDMENT AND RESTATEMENT AGREEMENT relating to a facility agreement dated 7 November 2023 (as amended by supplemental letters dated 4 December 2023 and 12 February 2024) in respect of facilities of, originally, 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
EUROPE/75884196v6 Index Clause Page 1 Definitions and Interpretation .................................................................................................... 2 2 Conditions Precedent .................................................................................................................. 4 3 Representations .......................................................................................................................... 4 4 Amendment and Restatement of Facility Agreement and other Finance Documents ............... 4 5 Further Assurance ....................................................................................................................... 6 6 Fees ............................................................................................................................................. 6 7 Costs and Expenses ..................................................................................................................... 6 8 Notices ......................................................................................................................................... 7 9 Counterparts ............................................................................................................................... 7 10 Governing Law ............................................................................................................................. 7 11 Enforcement ................................................................................................................................ 7 Schedules Schedule 1 The Lenders and Hedge Counterparties ................................................................................ 8 Schedule 2 Conditions Precedent ..........................................................................................................11 Execution Execution Pages ......................................................................................................................................14 Appendices Appendix Form of Amended and Restated Facility Agreement (marked to indicate amendments)
Execution version EUROPE/75884196v6 THIS AGREEMENT is made on 28 June 2024 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) EURONAV SHIPPING NV, a company incorporated in Belgium with company registration number BE 0544.986.976 whose registered address is at de Gerlachekaai 20, B-2000 Antwerp, Belgium as guarantor (the "Guarantor") (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 Schedule 1 (The Lenders and Hedge Counterparties) as lenders (the "Lenders") (8) THE FINANCIAL INSTITUTIONS listed in of Schedule 2 (The Lenders and Hedge Counterparties) as hedge counterparties (the "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) By the Facility Agreement, the Lenders agreed to make available to the Borrower facilities of (originally) 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. (B) The Parties have agreed to amend and restate the Facility Agreement as set out in this Agreement in order to, amongst other things: (i) consolidate the Newbuild Facility into the Revolving Facility; and (ii) increase the amount of the Revolving Facility (as so consolidated) to up to $1,047,431,500; and (iii) revise the reduction and repayment amounts in relation to the Revolving Facility.
2 EUROPE/75884196v6 OPERATIVE PROVISIONS 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: "Amended and Restated Facility Agreement" means the Facility Agreement as amended and restated by this Agreement in the form set out in the Appendix. "Effective Date" means the date on which the Facility Agent notifies the Borrower and the other Finance Parties as to the satisfaction of the conditions precedent as provided in Clause 2 (Conditions Precedent). "Facility Agreement" means the facility agreement dated 7 November 2023 (as amended by supplemental letters dated 4 December 2023 and 12 February 2024) and made between, amongst others, (i) the Borrower, (ii) the Guarantor, (iii) the Lenders, (iv) the Hedge Counterparties, (v) the Mandated Lead Arrangers, (vi) the Arrangers, (vi) the Facility Agent and (vi) the Security Agent. "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 6 (Fees). "Liberian Mortgage Amendment" means, in relation to each Ship registered on Liberian flag, an amendment to the Mortgage on that Ship in agreed form. "Marshall Islands Mortgage Amendment" means, in relation to the Ship "DAISHAN", an amendment to the Mortgage on that Ship in agreed form. "Mortgage Amendment" means: (a) a Liberian Mortgage Amendment; or (b) the Marshall Islands Mortgage Amendment. "Party" means a party to this Agreement. "Supplemental Belgian Mortgage" means, in relation to each Ship registered on Belgian flag, a second priority Mortgage on that Ship in agreed form and the amount secured by such mortgage shall be limited to 125 per cent. of the Market Value of the relevant Ships as at 11 March 2024 less the amount secured in respect of that Ship pursuant to the corresponding first priority Mortgage. "Supplemental French Mortgage" means, in relation to each Ship registered on French flag, a second priority Mortgage on that Ship in agreed form. "Supplemental General Assignment" means, in relation to a Ship subject to a Mortgage as at the Effective Date, a supplemental assignment creating Security over: (a) that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and
3 EUROPE/75884196v6 (b) any Long Term Charter and any Long Term Charter Guarantee in relation to that Ship, in agreed form. "Supplemental Hedging Agreement Security" means a supplemental hedging agreement security creating Security over the Borrower's rights and interests in any Hedging Agreement, in agreed form. "Supplemental Finance Document" means: (a) a Mortgage Amendment; (b) a Supplemental Mortgage; (c) a Supplemental General Assignment; (d) the Supplemental Hedging Agreement Security; or (e) a Fee Letter. "Supplemental Greek Mortgage" means, in relation to each Ship registered on Greek flag, a second priority Mortgage on that Ship in agreed form. "Supplemental Mortgage" means the Supplemental Belgian Mortgage, a Supplemental French Mortgage or a Supplemental Greek Mortgage. 1.2 Defined expressions Defined expressions in the Facility 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 Facility Agreement Clause 1.2 (construction) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications. 1.4 Agreed forms of new, and supplements to, Finance Documents References in Clause 1.1 (Definitions) to any document being in "agreed form" are to that 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) of the Facility Agreement applies, all the Lenders. 1.5 Designation as a Finance Document The Borrower and the Facility Agent designate this Agreement as a Finance Document.
4 EUROPE/75884196v6 1.6 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) Subject to clause 44.3 (other exceptions) of the Facility Agreement but otherwise 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. 2 CONDITIONS PRECEDENT 2.1 The Effective Date cannot occur unless the Facility Agent has received (or on the instructions of the Majority Lenders, waived receipt of) all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent on or before 5 July 2024 or such later date as the Facility Agent may agree with the Borrower. 2.2 The Facility Agent shall notify the Borrower and the other Finance Parties promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 2.1 (Conditions Precedent) above. 2.3 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 Clause 2.2 (Conditions Precedent) above, the Finance Parties 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. 3 REPRESENTATIONS 3.1 Facility Agreement representations Each Obligor that is a party to the Facility Agreement makes the representations and warranties set out in clause 18 (representations) of the Facility Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Supplemental Security Documents, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date. 3.2 Finance Document representations Each Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and restated and/or supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the Supplemental Security Documents, by reference to the circumstances then existing on the date of this Agreement and on the Effective Date. 4 AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS 4.1 Specific amendments to the Facility Agreement With effect on and from the Effective Date:
5 EUROPE/75884196v6 (a) the Facility Agreement shall be amended and restated in the form of the Amended and Restated Facility Agreement and, as so amended and restated, the Facility Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated; (b) any outstanding Tranches shall be deemed to be Advances of the Revolving Facility with the same outstanding amount (owing to the Lenders in the same proportions) and the same Interest Period as was applicable to that Tranche immediately before it was deemed to be an Advance; (c) notwithstanding the amendment and restatement of the Facility Agreement, any commitment fee accrued pursuant to clause 11.1 (Commitment fee) of the Facility Agreement in respect of the Newbuild Commitment up to and including the Effective Date shall continue to be payable and shall be due on the Effective Date; and (d) each the commitment of each Lender in respect of the Revolving Facility shall be increased by the amount specified next to the name of that Lender in Schedule 1 (The Lenders and Hedge Counterparties). 4.2 Amendments to General Assignments and Hedging Agreement Security With effect on and from the Effective Date, each General Assignment and the Hedging Agreement Security shall be amended by deleting any reference to Euronav (UK) Agencies Ltd. as the agent for service of process of the Obligor that is a party to that Security Document and by replacing it with a reference to CMB.TECH Technology & Development Centre Ltd at its registered office for the time being, presently at Prospect Way, Hutton, Brentwood, Essex, CM13 1XA, England. 4.3 Obligor Confirmation On the Effective Date, each Obligor: (a) confirms its acceptance of the Amended and Restated Facility Agreement; (b) agrees that it is bound as an Obligor (as defined in the Amended and Restated Facility Agreement); (c) confirms that the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and restated by this Agreement; (d) (if it is the Guarantor) confirms that its guarantee and indemnity: (i) continues to have full force and effect on the terms of the Amended and Restated Facility Agreement; and (ii) extends to the obligations of the Borrower under the Finance Documents as amended or amended and restated by this Agreement. 4.4 Security confirmation On the Effective Date, each Obligor confirms that:
6 EUROPE/75884196v6 (a) any Security created by it under the Finance Documents extends to the obligations of the relevant Obligors under the Finance Documents as amended and restated by this Agreement; (b) the obligations of the relevant Obligors under the Amended and Restated Facility Agreement are included in the Secured Liabilities (as defined in the Security Documents to which it is a party); (c) the Security created under the Finance Documents continues in full force and effect on the terms of the respective Finance Documents. 4.5 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 Facility Agreement as amended and restated pursuant to Clause 4.1 (Specific amendments to the Facility Agreement); (b) in the case of the General Assignments and the Hedging Agreement Security as amended pursuant to Clause 4.2 (Amendments to General Assignments and Hedging Agreement Security); (c) the Facility Agreement and the applicable provisions of this Agreement will be read and construed as one document; (d) each of the General Assignments and the applicable provisions of this Agreement will be read and construed as one document; (e) the Hedging Agreement Security and the applicable provisions of this Agreement will be read and construed as one document; (f) 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. 5 FURTHER ASSURANCE Clause 21.22 (further assurance) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications. 6 FEES The Borrower shall pay to the Facility Agent (for the account of the Finance Parties named in the applicable Fee Letters) fees in the amount and at the times specified in the Fee Letters. 7 COSTS AND EXPENSES Clause 16.2 (amendment costs) of the Facility Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.
7 EUROPE/75884196v6 8 NOTICES Clause 37 (notices) of the Facility Agreement, as amended and restated 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. 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 11.1 Jurisdiction (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). (b) 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. (c) To the extent allowed by law, this Clause 11.1 (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. 11.2 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 CMB.TECH Technology & Development Centre Ltd at its registered office for the time being, presently at Prospect Way, Hutton, Brentwood, Essex, CM13 1XA, 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. (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.
8 EUROPE/75884196v6 SCHEDULE 1 THE LENDERS AND HEDGE COUNTERPARTIES THE LENDERS Lender Address for Communication Increase to Revolving Commitment (dollars) Nordea Bank Abp, filial i Norge Postal address: PO Box 1166 Sentrum, N-0107 Oslo, Norway 40,304,543 ING Bank, a branch of ING-DiBa AG Hamburger Allee 1 60486 Frankfurt am Main Germany Telephone: +49 69 27222 62 – 360/- 350 33,587,119 KBC Bank NV Havenlaan 2 1080 Brussels Telephone: +3232029081 22,167,499 DNB (UK) Limited 8th Floor The Walbrook Building 25 Walbrook London EC4N 8AF Telephone: 0207 621 1111 Telefax: 0207 283 6931 21,495,756 Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 111 47 Stockholm Sweden 19,480,529 Crédit Agricole Corporate and Investment Bank 12, place des Etats-Unis CS 70052 92547 Montrouge Cedex France 16,793,560 Société Générale 29 Boulevard Haussmann 75009 Paris France 16,793,560 Belfius Bank NV/SA Rogierplein 11 B-1210 Brussels Belgium Telephone: +32 473 925 904 2,686,970
9 EUROPE/75884196v6 THE HEDGE COUNTERPARTIES Name 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 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
10 EUROPE/75884196v6 Tel: +45 70 33 33 33 Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 111 47 Stockholm Sweden
11 EUROPE/75884196v6 SCHEDULE 2 CONDITIONS PRECEDENT 1 Obligors 1.1 Copies of the certificate of incorporation of the constitutional documents of each Obligor or a certificate of an authorised signatory of the applicable Obligor certifying that the copies of its constitutional documents delivered to the Facility Agent pursuant to paragraph 1.1 of part A (conditions precedent to initial Utilisation Request) of schedule 2 (conditions precedent) of the Facility Agreement are correct, complete and in full force and effect as at the proposed Effective Date. 1.2 In each case if required for the provisions of the legal opinions referred to in paragraph 3 (Legal opinions), a copy of a resolution of the board of directors of each Obligor: (a) approving the terms of, and the transactions contemplated by, this Agreement and the Supplemental Finance Documents to which it is a party and resolving that it execute this Agreement and the Supplemental Finance Documents to which it is a party; (b) authorising a specified person or persons to execute this Agreement and the Supplemental 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 to be signed and/or despatched by it under, or in connection with, this Agreement and the Supplemental 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 Amendment or Supplemental Mortgage, a copy or an original of the power of attorney of the relevant Obligor authorising a specified person or persons to execute the Mortgage Amendments or Supplemental Mortgages 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 (as defined in the Amended and Restated Facility Agreement) 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 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 Security 2.1 A duly executed original of each Mortgage Amendment and Supplemental Mortgage together with documentary evidence that each Mortgage Amendment and Supplemental Mortgage has been duly registered or (as the case may be) recorded as a valid amendment to the Mortgage
12 EUROPE/75884196v6 or second priority Ship mortgage as the case may be) in accordance with the laws of the jurisdiction of the applicable Approved Flag. 2.2 A duly executed original of each Supplemental General Assignment and the Supplemental Hedging Agreement Security (and of each document to be delivered under any of them). 2.3 A duly executed original of each Fee Letter. 3 Legal opinions 3.1 A legal opinion of Watson Farley & Williams LLP, legal advisers to the Facility Agent and the Security Agent in England, substantially in the form distributed to the Lenders before signing this Agreement. 3.2 If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Facility Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Original Lenders before signing this Agreement. 3.3 Legal opinions of the legal advisers to the Facility Agent and the Security Agent in the jurisdictions of the Approved Flags of the Ships and such other relevant jurisdictions as the Facility Agent may require. 4 Other documents and evidence 4.1 A valuation of each Core Ship then subject to a Mortgage, addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement and evidencing the Market Value of each Core Ship as at the date of this Agreement. 4.2 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; (c) no event described in paragraph (a), (b) or (c) of clause 7.7 (mandatory prepayment on sale or total loss) of the Facility Agreement has occurred. 4.3 Evidence that any process agent referred to in Clause 11.2 (Service of process), if not a Party, has accepted its appointment. 4.4 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 this Agreement, the Supplemental Finance Documents or for the validity and enforceability of any Finance Document as amended, restated and/or supplemented by this Agreement or by any Supplemental Finance Document. 4.5 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 6 (Fees) and clause 16.2 (amendment costs) of the Facility Agreement have been paid or will be paid by the Effective Date.
13 EUROPE/75884196v6
EXECUTION PAGES BORROWER SIGNED by duly authorised for and on behalf of EURONAV NV in the presence of: Witness' signature: Witness' name: Witness' address: GUARANTOR 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: '✓ ~ Jamey Wickham G. ~~ ~ttc~rney-iri-Fact ~~~~~/ ~r~iey' d4 ~€f LLP 1~~ StrAst Lt~rMov► EC2A 2f-~ ~~~--'' s-i ~~ G' ~ ~ ~ 'i '~ ~,~ ~~- , James Wickham At#orney-ire-Fact 4~ & VNtlis L€.~ EC2A 2~9~ Peter Clemons Attorney-in-fact " R~€rim ~~I ~t~5t; = ~'rak~ee So~ctilor Mdatson Fmiey ~ VW~ii' LLP 1 ~ Appold stree4 °_n~dca~? ~C2A 24~~ 14 EUROPE/75884196v6
SIGNED by ) duly authorised ) for and on behalf of ) ~ deter Clemons ~~~~ in-face CREDIT AGRICOLE CORPORATE ) ~,ttorney- AND INVESTMENT BANK in the presence of: ) ~~;df~~r~ i~~l ~ta~;~'4 Trainee .~oh'a' or Witness' signature: ) ✓''' 4N~eteon Farley ~ bV~!' ~.E~~ Witness' name: ) ~~gp~pd gig Witness' address: ) `~a°~~?r ~~2A2~ SIGNED by ) ~ peter Clemons duly authorised ) ,I~~ ~n-fact for and on behalf of ~ f ̀ Attorney- DNB (UK) LIMITED ) in the presence of: ) t.'~i~c~c~ iV~l s~~~~~t~ Witness' signature: ) 5~~~ Witness' name: ) ~ VVaix~on Fa~iey ~ 1Ndl' L~~ Witness' address: ) ~~~ ~~ ~ SIGNED by ) /~ peter Clemons duly authorised ) /~~~Gs for and on behalf of ) ~ ~-~---~ Attorney-~n-fact ING BANK, a branch of ING-DiBa AG ) in the presence of: ) Witness' signature: ) ~~ ~~~~"~°~ 'fralnee 5oiiabor Witness' name: ) ~~ Fly ~ ~,~~• ~~~ Witness' address: ) 16Appo{d Street Lcsr~ EC2A20~~ SIGNED by ) deter Clemons duly authorised ) ~~ ~~ Attorney-in-fact for and on behalf of ) ,~'`~~ KBC BANK NV ) in the presence of: ) Witness' signature: J '~ - `'~ ~ ~~ ̀~t~°*~ ~ Witness' name: ) ~~~~/ T Sotici~ i' ~O~at Fari~y ~ ~/~I' r ~ Lai` Witness' address: 1 ~-- 16A~poid Street Lc~d~ EG2A 2ti~ 15 EUROPE/75884196v6
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: SIGNED by duly authorised for and on behalf of SOCIETE GENERALE in the presence of: ~ ~ Peter Clemons Gf'~~`" C.j~ ~ ~ ~~ Attorney in-fact ~ ( ~~~ Tralnes 3o~cilor ~ ~~ ReVai~on Farley ~ VW~fI° ~.~.~ '~ 6 Appold Street ~ ~G2aR2F9~ ~ ~'L~~ ~Ct~ --~ ~'L , ~~~ ) ~G ~- peter Clemons Attorr~ey-in-fact ~,•,~s ~f~~fll9H ~it~0f' ~ 5 Appoid ~~` YV~ii ~~.~ "_~doet EC2R 2E~~ r~eter Clemons Attorney-in-fact Witness' signature: ) ,.. ,~ ~~~ i,,,,~,~e,~~ Witness' name: ) ~~~ c Witness' address: ) YWataon Farley & yyal ~~.p 15 A~odd Street ~ead'~ ~~~d 2~'~ 16 EUROPE/75884196v6
ORIGINAL HEDGE COUNTERPARTIES SIGNED by ) Peter Clemons duly authorised ) ,~ ~ Attor~ey-~n-fac~ for and on behalf of ) ~ BELFIUS BANK NV/SA ) in the presence of: ) Witness' signature: Trminse ~oiicilor ) F ~ ~. ~~~ Witness' name: ) 16ApQoFd Street Witness' address: ) --~~ ~ ~~2e~Zg-g~ SIGNED by ) ~ Peter Clemons duly authorised ) ~~ C'' Attorhey-in-fact for and on behalf of ) ~ DNB BANK ASA, LONDON BRANCH ) in the presence of: ) ~'4"~~'s~£El ~4~1 te a '# Witness' signature: ) ~'~al~ea r Witness' name: ) ~~ F~yrd~ V+►~ l~Lp Witness' address: ) ~~'°~~ SIGNED by ) deter Clemons duly authorised )~ ~ Attorr~ey-in-fact for and on behalf of ) ~ ~ ~ ING BANK NV ) in the presence of: ) Witness'signature: J , ~ `~ ~'~~~' ~ Witness' name: ) ~~~~— Watson F~tey d~ VV~i' LLB Witness' address: ) 16Appoid Street Lc~tdan E~~ 21W~ SIGNED by 1 Peter Clemons duly authorised ) ~~ ~~, ~n-fact forand on behalf of ) ~' ~ - `"~. Attorr~ey- KBC BANK NV ) ' J in the presence of: ) Witness' signature: ) 4"~f€~s?~~r~n !~c~'~ gig , # Witness' name: ) ~ T~~ s Witness' address: ) ~ 1~~f LLB ~___ ... Lar~dQn E~2A 2#~d~ 17 EUROPE/75884196v6
SIGNED by duly authorised for and on behalf of NORDEA BANK ABP 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: MANDATED LEAD ARRANGERS 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: deter Clemons Attorney-in-fact 1~b"~l1m! '~~il ~t~~t~€~ ~ Tra ce V1~a~teon F~riey d: W~li~a~ LLB 15 p~Qoid Street zc~nc~on EC.?A 29i~ 6'eter Ciemow~ Attorney-in-fact ~~ ~;~~~ ~ '~ 6 ~1ppo d oSiree Vb~e96' ~.~~ t ~~ ~ ,, ~~~ Peter Clemons ' "~/ ~ fi~` /~ ~ / Attorney-~r~-fac. ~~~~ ~ "mil ~+ t ~" 8oi~or 1 ~ A ~` VIE LLP L.ors~► EC2~ 23i~ 18 EUROPE/75884196v6
SIGNED by ) duly authorised ) ~ peter Clemons for and on behalf of ) c-~~'~ ~'-,~-~ attorney-in-fiact ING BANK, a branch of ING-DiBa AG ) in the presence of: ) Witness' signature: ) Ufa , G, ,r Witness' name: ) ~~~ /~—~ f~~key b~ VW~ia LE.~ Witness' address: ) •5yJ 16J~pol~d Streeg K-----~` ~C2A ~~~ SIGNED by ) ,:~° duly authorised ) ! ~~~,~ Peter Clemons for and on behalf of ) G AttOrhey-in-fa.Ct KBC BANK NV ) ~'~ in the presence of: ) ,,j,, ~,. .h'~ ~f~tl ~~~~A.~t ~'ra ~e Solicitor Witness' signature: 1 18Wffitaon Farley E~ Wiiii LLP Witness' name: ) 1~Ap{~oid Street Witness' address: ) ,~—= '~ Lc~d~ E~2A2~1~ SIGNED by ) Peter Clemons /~--r.~``.'—'~ duly authorised ) ~~` ~ Attorney-in-fact for and on behalf of ), ~ DNB (UK) LIMITED ) in the presence of: ) n ~,! 4 4 ~~.!lf~~'~i.~ i~~c~"~~ itau~. o~6~d~Y Witness' signature: ) 3~~ ~+~+~ Witness' name: ) ~~ S~~~ ~-~~ Witness' address: ) `---- ~~n ~~~~~~~, SIGNED by ~ ~ ~~~~~~~~~ Peter Clemons dul authorised ) ~- AttorP~ey-in-fact for and on behalf of ) ~ ~"~ SKANDINAVISKA ENSKILDA ) BANKEN AB (PURL) ) in the presence of: ) Witness' signature: ) Cis`"~~:n ~~€I ~~a~ a~'~ r ~i t^9'~1~M9 ~~d$d' Witness' name: ) ~r~ F~,g~yy~~•. q ~~ Witness' address: ) / '~SA~old Street ~.ondon EC2~ 2~-3 19 EUROPE/75884196v6
LEAD ARRANGERS SIGNED by ) duly authorised ~ ~ ;~ z _~ Peter Clemons for and on behalf of ) ~,~~ ~ AttorP~ey-in-fact CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK ) in the presence of: ) ~ ~ t T ~ Witness' signature: ) ~ ~ ~~~ Witness' name: ) - ~~ g~,~ Witness' address: ) L~sidvc~ EC2A24 SIGNED by ) Peter Clemons duly authorised ) ~~-- , Attorney-in-fact ~, for and on behalf of ) ~~ SOCIETE GENERALE ) in the presence of: ) Witness' signature: ) """" ~'"t'`~~I ~~t ' -~,,~ Witness' name: ) ~ ~~~~, L~~ Witness' address: ) ~ ~~ ~,~ .- Lsa~dor► ~C.2A 3 SIGNED by ) duly authorised ) Peter Clemons for and on behalf of ) ~~~~~~ AttorP~ey-in-fact BELFIUS BANK NV/SA ) in the presence of: Witness' signature: ) ~' ~ "'e'• ~~~ ~~~~'d~y Witness' name: ) ''` ~`' ~~~ L~~ ~ ~ ~ ~ ~v~i ~~~ Witness' address: ) ~ ~~ ~..~rr6ars ~C2~ 2t 20 EUROPE/75884196v6
BOOKRUNNERS SIGNED by ) duly authorised ) ~ ~ Peter Clemons for and on behalf of ) ~'' ~ ~ ~ Attorney-rn-fact NORDEA BANK ABP, FILIAL I NORGE ) in the presence of: ) Witness' signature: ) `r`'"''''""• ;'~''~,! ~rs~' ~ T t Witness' name: ) '~' ~ Witness' address: ) ~ ~ ~` ~ ~"~"~ 16 A~pd~d Str~sert ~--~ ~C2A SIGNED by 1 ~° deter Clemons duly authorised ) / ~ for and on behalf of ) erG~`~~G~1~' Attorney-in-fact ING BANK, a branch of ING-DiBa AG ) ~ /~ in the presence of: ) Witness signature: ) Witness' name: ) ~~' ~~ Witness' address: ) ~ ~ ~~~ ~L~ 1~ d met L,z~dot+ EC2A 25~ GLOBAL COORDINATOR SIGNED by ~ deter Ciemor'~ duly authorised ) ,/~ ~~ 2 /~ttorPtey-inrf~Gt for and on behalf of ) ~"~ NORDEA BANK ABP, FILIAL I NORGE ) in the presence of: ) ,. ,,..,, Witness' signature: ) r '~ ~'~'`'~~ '''~" Witness' name: ) '°~'~' '~4~i Mat t ~arie~y d~ 18i~6i€ LI~ Witness' address: ) ~~ L.cncid+o~► ~C2A . 21 EUROPE/75884196v6
FACILITY AGENT SIGNED by ) Peter Clemons duly authorised ) for and on behalf of ~ = ~f~~ AttorP~ey-rn-faCt NORDEA BANK ABP, FILIAL I NORGE ) r'~ in the presence of: ) 1~~~'i~'~~m ~t~l ~,t x Witness signature: ) ,~~~~~ Witness' name: ) Witness' address: ) VVataon Farde~ ~ 1~idii ~.L~ 15 App~id Street ~.asrd EC24~ 2~6~ SECURITY AGENT SIGNED by ) Peter Clemons duly authorised 1 ,~,~ ~ ~ Attorney-in-fact for and on behalf of ) ~---'~~~ NORDEA BANK ABP, FILIAL I NORGE ) in the presence of: Witness' signature: ) ~'r"~~ ~ u T or Witness' name: ) r - ~. ~ Witness' address: j ..✓ .~~ L~stdan ~G~A 2 22 EUROPE/75884196v6
23 EUROPE/75884196v6 APPENDIX FORM OF AMENDED AND RESTATED FACILITY AGREEMENT (MARKED TO INDICATE AMENDMENTS) Amendments are indicated as follows: 1 additions are indicated by underlined text in blue; 2 deletions are shown by strike-through text in red; and 3 moved wording is indicated by underlined text in green.
Execution version Dated 7 November 2023 $1,340,846,156.88 (originally $1,290,000,000) TERM AND REVOLVING FACILITIES EURONAV NV as Borrower THE COMPANIES listed in Schedule 1Schedule 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 FACILITIES AGREEMENT as amended and restated by an Amendment and Restatement Agreement dated 28 June 2024 relating to facilities of up to $1,290,000,0001,340,846,156.88 comprising a revolving credit facility of up to $725,000,000,1,047,431,500 and a transition term loan facility of up to $375,000,000 and newbuilding term loan facility of up to $190,000,000 293,414,656.88
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 5655 11 Fees 57 Section 6 Additional Payment Obligations 5958 12 Tax Gross Up and Indemnities 5958 13 Increased Costs 6362 14 Other Indemnities 6564 15 Mitigation by the Finance Parties 6867 16 Costs and Expenses 6867 Section 7 Guarantee 7069 17 Guarantee and Indemnity 7069 Section 8 Representations, Undertakings and Events of Default 7372 18 Representations 7372 19 Information Undertakings 8079 20 Financial Covenants 8483 21 General Undertakings 8685 22 Insurance Undertakings 9392 23 General Ship Undertakings 9997 24 Anti-Boycott Regulations 104103 25 Security Cover 105104 26 Accounts and application of Earnings 107106 27 Events of Default 108106 Section 9 Changes to Parties 112111 28 Changes to the Lenders and Hedge Counterparties 112111 29 Changes to the Obligors 118117 Section 10 The Finance Parties 119118 30 The Facility Agent and the Arrangers 119118 31 The Security Agent 130129 32 Conduct of Business by the Finance Parties 146145 33 Sharing among the Finance Parties 146 Section 11 Administration 148 34 Payment Mechanics 148 35 Set-Off 151
36 Bail-In 151 37 Notices 152 38 Calculations and Certificates 154 39 Partial Invalidity 154 40 Remedies and Waivers 154 41 Entire Agreement 155 42 Settlement or Discharge Conditional 155 43 Irrevocable Payment 155 44 Amendments and Waivers 155 45 Confidential Information 159 46 Confidentiality of Funding Rates 163 47 Counterparts 164 Section 12 Governing Law and Enforcement 165 48 Governing Law 165 49 Enforcement 165 Schedules Schedule 1 The Parties 166167 Part A The Obligors 166167 Part B The Original Lenders 167168 Part C The Servicing Parties 171172 Schedule 2 Conditions Precedent 172173 Part A Conditions Precedent to Initial Utilisation Request 172173 Part B Conditions Precedent to Initial Utilisation Of Revolving Facility 174175 Part C Conditions Precedent to Utilisation – Transition Facility 176177 Part D Conditions Precedent to Utilisation – Newbuild FacilityAdvance 178179 Schedule 3 Requests 180181 Part A Utilisation Request 180181 Part B Selection Notice 181183 Schedule 4 Transition Facility Repayment Schedule 182184 Schedule 5 Revolving Facility Repayment Schedule 183185 Schedule 6 Form of Transfer Certificate 184186 Schedule 7 Form of Assignment Agreement 186188 Schedule 8 Form of Hedge Counterparty Accession Letter 189191 Schedule 9 Form of Compliance Certificate 190192 Schedule 10 Details of the Ships 191193 Part A – Core Ships (including Newbuild Ships) 193 Part B - Transition Ships 200 Schedule 11 Details of the A Fleet 202205 Schedule 12 Timetables 211214 Execution Execution Pages 212215
Execution version THIS AGREEMENT is made on 7 November 2023 as amended and restated by the Amendment and Restatement Agreement on 28 June 2024 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 haveBy a facilities agreement dated 7 November 2023 and made between, amongst others, (i) the Borrower, (ii) the Guarantor, (iii) the Original Lenders, (iv) the Facility Agent and (v) the Security Agent, the Lenders agreed to make available to the Borrower: (i) a revolving credit facility of, originally, 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, originally, 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 EUROPE/75885978v8
(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 (the "Newbuild Facility"). (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. OPERATIVE PROVISIONS (C) By the Amendment and Restatement Agreement, the Finance Parties agreed to certain amendments to the facilities agreement and the other Finance Documents in order to, amongst other things: (i) consolidate the Newbuild Facility into the Revolving Facility; and (ii) increase the amount of the Revolving Facility (as so consolidated) to up to $1,047,431,500; and (iii) revise the reduction and repayment amounts in relation to the Revolving Facility. (D) Prior to the Amendment and Restatement Date, the amount of the Transition Facility was reduced to $293,414,656.88 by virtue of cancellations and repayments made prior to the Amendment and Restatement Date. (E) This Agreement sets out the terms and conditions of the facilities agreement as amended and restated by the Amendment and Restatement Agreement. 2 EUROPE/75885978v8
OPERATIVE PROVISIONS 3 EUROPE/75885978v8
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 11Schedule 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. "Amendment and Restatement Agreement" means the amendment and restatement agreement dated 28 June 2024 and made between, amongst others, (i) the Borrower, (ii) the Guarantor, (iii) the Lenders, (iv) the Hedge Counterparties, (v) the Mandated Lead Arrangers, (vi) the Lead Arrangers, (vii) the Facility Agent and (viii) the Security Agent. "Amendment and Restatement Date" means the Effective Date (as defined in the Amendment and Restatement Agreement). "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. 4 EUROPE/75885978v8
"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. "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 subsidiarySubsidiary 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) (which may be renamed Anglo Eastern 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 5 EUROPE/75885978v8
(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. "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 6 EUROPE/75885978v8
(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 (in the case of the Revolving Facility, less the Newbuild Unavailable Amount). "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. "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 3319 and 3420" 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 3521 and 3622" 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 3319 and 3420 and Builder of Ships 3521 and 3622. 7 EUROPE/75885978v8
"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 (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 Enterprises" means CMB.TECH Enterprises NV (previously named CMB.TECH NV), a company incorporated in Belgium with company number 0766552396 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 8 EUROPE/75885978v8
(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 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 1822 (inclusive), details of which are set out opposite its name in Part APart 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 9 EUROPE/75885978v8
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. "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. 10 EUROPE/75885978v8
"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)(a) or (b)(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: (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: 11 EUROPE/75885978v8
(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. "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; 12 EUROPE/75885978v8
(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. "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 13 EUROPE/75885978v8
(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)(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 or the Amendment and Restatement 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) of the Amendment and Restatement Agreement. "Finance Document" means: (a) this Agreement; (b) the Amendment and Restatement Agreement; (c) (b) any Fee Letter; (d) (c) each Utilisation Request; (e) (d) any Security Document; (f) (e) any Hedging Agreement; (g) (f) any Manager's Undertaking; (h) (g) any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or (i) (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. 14 EUROPE/75885978v8
"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)(a) to (e)(e) if the references to the debtor referred to the other person. "Free Liquid Assets" has the meaning given to it in Clause 20.1 (Financial Covenants). "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 (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. 15 EUROPE/75885978v8
"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 or regulating actual or potential exposures in respect of (i) interest payable under this Agreement; or (ii) interest that may become payable under this Agreement if all or any part of the Available Commitments were to be utilised. "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: (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; 16 EUROPE/75885978v8
(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: (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 17 EUROPE/75885978v8
(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), which in each case has not ceased to be a Party as such in accordance with this Agreement. 18 EUROPE/75885978v8
"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 subsidiarySubsidiary 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. 19 EUROPE/75885978v8
"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: (a) "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, : (i) 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. ; and "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). 20 EUROPE/75885978v8
"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. (ii) in the case of such a mortgage relating to a Ship registered on Liberian or Marshall Islands as at the Amendment and Restatement Date, as amended and supplemented by the applicable Mortgage Amendment; and (b) in relation to a Ship registered on Belgian, French or Greek flag as at the Amendment and Restatement Date, the applicable Supplemental Mortgage. "Mortgage Amendment" means, in relation to a Mortgage on a Ship registered on Liberian or Marshall Islands flag as at the Amendment and Restatement Date, an amendment to that Mortgage dated on or about the Amendment and Restatement Date. "Newbuild Advance" means, in respect of a Newbuild Ship, the first Advance of the Revolving Facility to be made on or after the Delivery Date in respect of that Newbuild Ship. "Newbuild Increase Effective Date" means, in relation to a Newbuild Advance, the date on which the Facility Agent notifies the Borrower and the other Finance Parties as to the satisfaction of the applicable conditions precedent as provided in Clause 4.3 (Notification of satisfaction of conditions precedent). "Newbuild ShipsShip" means each shipShip listed as Ship 33 to21 or Ship 36 (inclusive)22, details of which are set out opposite its name in Part CPart A of Schedule 10 (Details of the Ships). "Newbuild Unavailable Amount" means: (a) if no Newbuild Increase Effective Date has occurred, $115,000,000; (b) if the Newbuild Increase Effective Date has occurred in relation to one Newbuild Ship, $115,000,000 less the lower of (i) 57.5 per cent. of the Market Value of that Newbuild Ship on that Newbuild Increase Effective Date; and (ii) $57,500,000; and (c) if the Newbuild Increase Effective Date has occurred in relation to both Newbuild Ships, $115,000,000: (i) less the lower of (i) 57.5 per cent. of the Market Value of one of the Newbuild Ships on the Newbuild Increase Effective Date in relation to it; and (ii) $57,500,000; (ii) less the lower of (i) 57.5 per cent. of the Market Value of the other Newbuild Ship on the Newbuild Increase Effective Date in relation to it; and (ii) $57,500,000, in each case less any part of the Revolving Commitments cancelled pursuant to Clause 7.6 (Mandatory cancellation on default under Shipbuilding Contract). "Obligor" means the Borrower or a Guarantor. 21 EUROPE/75885978v8
"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"; 22 EUROPE/75885978v8
(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 23 EUROPE/75885978v8
of 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. 24 EUROPE/75885978v8
"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)(a) and/or (b)(b) above; or 25 EUROPE/75885978v8
(d) with which any member of the Group is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws. "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. "Russian Oil Price Cap Measures" means the Russian oil price cap restrictions and requirements imposed by law or regulation of the United Kingdom, the Council of the European Union and the United States of America and any other similar restrictions on the supply or delivery or maritime transportation of Russian Oil Products applicable to any Obligor. "Russian Oil Products" means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia. "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; 26 EUROPE/75885978v8
(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. "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 subsidiarySubsidiary of the Borrower; and (c) all respective directors, officers, employees, agents and representatives of each of the persons mentioned in paragraphs (a)(a) to (b)(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 Mortgage Amendment; 27 EUROPE/75885978v8
(c) any Supplemental Mortgage; (d) (b) any Deed of Covenant; (e) (c) any General Assignment; (f) any Supplemental General Assignment; (g) (d) any Account Security; (h) (e) any Hedging Agreement Security; (i) any Supplemental Hedging Agreement Security; (j) (f) any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or (k) (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. "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. 28 EUROPE/75885978v8
"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, and the Transition Ships and the Newbuild Ships. "Shipbuilding Contract" means Shipbuilding Contract A, Shipbuilding Contract B, Shipbuilding Contract C and Shipbuilding Contract D. "Shipbuilding Contract A" means, in relation to Ship 3319, the shipbuilding contract dated 2 June 2021 and made between (i) the Builder of Ships 3319 and 3420 and (ii) the Borrower for the construction by the Builder of Ship 3319 and its purchase by the Borrower. "Shipbuilding Contract B" means, in relation to Ship 3420, the shipbuilding contract dated 2 June 2021 and made between (i) the Builder of Ships 3319 and 3420 and (ii) the Borrower for the construction by the Builder of Ship 3420 and its purchase by the Borrower. "Shipbuilding Contract C" means, in relation to Ship 3521, the shipbuilding contract dated 16 September 2022 and made between (i) the Builder of Ships 3521 and 3622 and (ii) the Borrower for the construction by the Builder of Ship 3521 and its purchase by the Borrower. "Shipbuilding Contract D" means, in relation to Ship 3622, the shipbuilding contract dated 16 September 2022 and made between (i) the Builder of Ships 3521 and 3622 and (ii) the Borrower for the construction by the Builder of Ship 3622 and its purchase by the Borrower. "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 29 EUROPE/75885978v8
(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. "Supplemental General Assignment" means, in relation to a Ship subject to a Mortgage as at the Amendment and Restatement Date, a supplemental assignment creating Security over: (a) that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and (b) any Long Term Charter and any Long Term Charter Guarantee in relation to that Ship, in agreed form. "Supplemental Hedging Agreement Security" means a supplemental hedging agreement security creating Security over the Borrower's rights and interests in any Hedging Agreement, in agreed form. "Supplemental Mortgage" means, in relation to a Ship registered on Belgian, French or Greek flag as at the Amendment and Restatement Date, a second priority ship mortgage on that Ship in agreed form under the laws of the relevant 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 11 March 2024 less the amount secured in respect of that Ship pursuant to the corresponding first priority Mortgage. "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: (a) the Revolving Facility and the Newbuild Facility, the date falling on the fifth anniversary of the date of this Agreement; and 30 EUROPE/75885978v8
(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, and the 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., as at the Amendment and Restatement Date (and prior to any cancellation of the Revolving Commitments in accordance with paragraph (b) of Clause 7.3 (Voluntary and automatic cancellation), $1,047,431,500. "Total Transition Commitments" means the aggregate of the Transition Commitments, being, originally, $375,000,000 and which, as at the date of thisthe Amendment and Restatement Agreement, had been reduced to $293,414,656.88 by virtue of cancellations and repayments made prior to that date. "Tranche" means Tranche A, Tranche B, Tranche C or Tranche D. 31 EUROPE/75885978v8
"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: (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: 32 EUROPE/75885978v8
(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. "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. 33 EUROPE/75885978v8
"Transition Ships" means each ship listed as Ship 1923 to Ship 3236 (inclusive), details of which are set out opposite its name in Part BPart 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. "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: 34 EUROPE/75885978v8
(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 (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 35 EUROPE/75885978v8
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; (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; 36 EUROPE/75885978v8
(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. (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). 37 EUROPE/75885978v8
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. (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. 1.6 Change of name of Borrower (a) It is anticipated that the Borrower will be renamed "CMB.TECH NV". Following such change of name, all references in the Finance Documents to Euronav NV shall be construed as references to CMB.TECH NV. (b) It further anticipated that the Approved Technical Manager currently named Euronav Ship Management (Hellas) Ltd. (Greek Branch) will be renamed Anglo Eastern Management (Hellas) Ltd. (Greek Branch). Following such change of name, all references in the Finance Documents to Euronav Ship Management (Hellas) Ltd. (Greek Branch) shall be construed as references to Anglo Eastern Management (Hellas) Ltd. (Greek Branch). 38 EUROPE/75885978v8
39 EUROPE/75885978v8
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 Facility1,047,431,500; (b) a transition term loan facility in an aggregate amount not exceeding the lower of (i), originally, $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, which had been reduced to $293,414,656.88 by the date of the Amendment and Restatement Agreement by virtue of cancellations and repayments made prior to that date. (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 40 EUROPE/75885978v8
shall, to the same extent, discharge the corresponding liability or obligation owing to the others. (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. 41 EUROPE/75885978v8
3.2 Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement. 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 Newbuild Advance under Tranches A, B, C and D, no event described in paragraphs (a) toor (b) of Clause 7.6 (Mandatory prepaymentcancellation 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; 42 EUROPE/75885978v8
(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 ana Newbuild 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 Newbuild Advance is made 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. 43 EUROPE/75885978v8
44 EUROPE/75885978v8
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.(This paragraph is intentionally omitted.) (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 and whether the Advance is a Newbuild Advance (and, if so, it identifies the Newbuild Ship to which that Newbuild Advance relates); (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: 45 EUROPE/75885978v8
(i) in respect the first Advance of 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; and (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; (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 (in the case of a Newbuild Advance, accounting for any increase to the Available Amount that is to occur on the relevant Newbuild Increase Effective Date). (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 2425 (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 (in the case of an Advance of the Revolving Facility, reduced by that Lender's pro rata share of the Newbuild Unavailable Amount) 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 46 EUROPE/75885978v8
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’sBorrower's request for the account of, the Borrower which is to utilise the relevant Advance the amounts which the Facility Agent 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 FacilityAdvance, to pay to, or for the account of, the Borrower which is to utilise the relevant TrancheNewbuild Advance the amounts which the Facility Agent receives from the Lenders in respect of that TrancheNewbuild Advance. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of that TrancheNewbuild Advance to the accountaccounts of the Builder and/or the Borrower 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. 47 EUROPE/75885978v8
48 EUROPE/75885978v8
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. For the avoidance of doubt, the repayment schedule set out in Schedule 4 (Transition Facility Repayment Schedule) was calculated on the basis that the amount of the Advance in respect of the Transition Facility was $368,225,000. 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. (This clause is intentionally omitted.) 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 49 EUROPE/75885978v8
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: (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 50 EUROPE/75885978v8
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 (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 anthe amount as specified Schedule 5 (Revolving Facility Repayment Schedule) and:calculated by the Facility Agent on a straight line basis that would ensure that the Revolving Commitments (minus any Newbuild Unavailable Amount) would be $0 upon the Core Ships subject to a Mortgage as at the relevant Reduction Date reaching a mean age of 18 years 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).; and (d) if the Newbuild Unavailable Amount has changed since the Facility Agent last notified the Borrower and the Lenders of the reduction schedule applicable to the Total Revolving Commitments, the Facility Agent shall recalculate such reduction schedule before the next scheduled reduction and, upon the Facility Agent notifying the Borrower and the Lenders of such recalculated reduction schedule, it shall, in the absence of manifest error, be binding on the Parties. 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. 51 EUROPE/75885978v8
(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. (b) If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 7.3 (Voluntary and automatic cancellation) by the Borrower or otherwise 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; and (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(This paragraph is intentionally omitted.) (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; and (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(This paragraph is intentionally omitted.) 52 EUROPE/75885978v8
(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; and (ii) (This paragraph is intentionally omitted.) (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. (e) If any part of a Term Facility or any Advance under the Revolving Facility is prepaid in accordance with Clause 7.7 (Mandatory prepayment on sale or Total Loss) then: (i) (ii) in the case of a NewbuildTransition Facility, the NewbuildTransition Facility Repayment Instalments for each NewbuildTransition Repayment Date falling after that repayment or prepayment will reduce pro ratain inverse chronological order by the amount of the NewbuildTransition Facility repaid or prepaid; and (ii) (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 prepaidbe recalculated by the Facility Agent in accordance with Clause 6.4 (Reduction of the Revolving Facility). 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: 53 EUROPE/75885978v8
(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 (a) 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. (b) Part of the Revolving Commitments shall be automatically cancelled on the Amendment and Restatement Date in such amount, if any, as is necessary to ensure that they do not exceed 57.5 per cent. of the Market Value of the Core Ships then subject to a Mortgage as at the date of the Amendment and Restatement Agreement as evidenced by the valuations delivered to the Facility Agent pursuant to schedule 2 (Conditions precedent) of the Amendment and Restatement Agreement. 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). 54 EUROPE/75885978v8
7.6 Mandatory prepaymentcancellation 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 relevanta 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) in the case of paragraph (a), 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.Revolving Commitment in an amount of $57,500,000 per Newbuild Ship in relation to which the Newbuild Increase Effective Date has not occurred; and (iii) in the case of paragraph (b), if the Majority Lenders so require, the Facility Agent shall cancel the Revolving Commitment in an amount of $57,500,000 per Newbuild Ship in relation to which the Newbuild Increase Effective Date has not occurred and in relation to which the circumstances referred to in paragraph (b) have occurred, Provided that, for the avoidance of doubt, if the circumstances referred to in both paragraph (a) and paragraph (b) occur or the circumstances referred to in those paragraphs occur on more than one occasion, the Facility Agent shall not be entitled to cancel the Revolving Commitments in an amount exceeding $57,500,000 per Newbuild Ship in relation to which the relevant circumstances have occurred. 7.7 Mandatory prepayment on sale or Total Loss (a) If a Core Ship (other than a Newbuild Ship in relation to which a Newbuild Increase Effective Date has not occurred) 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. 55 EUROPE/75885978v8
(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.(This paragraph is intentionally omitted.) (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. 56 EUROPE/75885978v8
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. (Clause deliberately left blank.) 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)(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 57 EUROPE/75885978v8
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. (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. 58 EUROPE/75885978v8
59 EUROPE/75885978v8
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. 60 EUROPE/75885978v8
61 EUROPE/75885978v8 < 40% Margin 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: II Net Debt to Total Capitalisation 2.60% > 40% and < 60% III I 2.90% Pricing Level > 60% 2.30% (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
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;(this sub-paragraph is intentionally omitted.) (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. 62 EUROPE/75885978v8
(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, will exceed the aggregate of the Loan and any Available Commitment 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 aggregate of the Loan then or that will be outstanding and any Available Commitment. (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. 63 EUROPE/75885978v8
(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. (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) (This paragraph is intentionally omitted.) (h) (This paragraph is intentionally omitted.) (i) (This paragraph is intentionally omitted.) (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). (a) (This paragraph is intentionally omitted.) (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 64 EUROPE/75885978v8
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). 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)(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. 65 EUROPE/75885978v8
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. (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. 66 EUROPE/75885978v8
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. 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. 67 EUROPE/75885978v8
68 EUROPE/75885978v8
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 69 EUROPE/75885978v8
Finance 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. 70 EUROPE/75885978v8
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 71 EUROPE/75885978v8
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 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. 72 EUROPE/75885978v8
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 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: 73 EUROPE/75885978v8
(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 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 74 EUROPE/75885978v8
(f) incurred by a Hedge Counterparty in its capacity as such. 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 75 EUROPE/75885978v8
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 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 76 EUROPE/75885978v8
(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and (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 77 EUROPE/75885978v8
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. 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 78 EUROPE/75885978v8
(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, 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. 79 EUROPE/75885978v8
80 EUROPE/75885978v8
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 81 EUROPE/75885978v8
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; (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 82 EUROPE/75885978v8
(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). 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 83 EUROPE/75885978v8
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. 84 EUROPE/75885978v8
85 EUROPE/75885978v8
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. 86 EUROPE/75885978v8
18.6 Power and authority (a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise: (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 87 EUROPE/75885978v8
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. 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 88 EUROPE/75885978v8
(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 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 89 EUROPE/75885978v8
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 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. 90 EUROPE/75885978v8
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. 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 Newbuild Advance under the Newbuild Facility, the Borrower will be the sole legal and beneficial owner of Ship 34,21 or Ship 35and Ship 3622 (as applicable), 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. 91 EUROPE/75885978v8
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 (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, 92 EUROPE/75885978v8
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. 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; 93 EUROPE/75885978v8
19.3 Compliance Certificate (a) The Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraph (a)(a), paragraph or (b)(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)(a) of Clause 19.2 (Financial statements), shall be reported on by the Borrower's auditors. 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; 94 EUROPE/75885978v8
(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: (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 95 EUROPE/75885978v8
(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: (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 96 EUROPE/75885978v8
(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 (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; 97 EUROPE/75885978v8
"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; "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: 98 EUROPE/75885978v8
(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 Facility 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 20 (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. 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. 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 20.121 (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; 99 EUROPE/75885978v8
(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. 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. 100 EUROPE/75885978v8
(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. (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 Newbuild Advance under the Newbuild Facility, the Borrower shall hold the legal title to, and own the entire beneficial interest in Ship 34, Ship 3521 and Ship 3622, 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 which are the subject of the Security created or intended to be created by the Finance Documents. (b) No Obligor shall:(This paragraph is intentionally omitted.) (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; 101 EUROPE/75885978v8
(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) ParagraphsParagraph (a) and (b) above dodoes not apply to any Permitted Security. (d) No Security shall be created or permitted to subsist in respect of the share capital of the Guarantors and no Obligor shall (and the Borrower shall procure that no other member of the Group shall) create or permit to subsist any Security in respect of the share capital of any wholly owned subsidiary of the Obligors which is an Approved Manager. (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 Enterprises. 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 Enterprises. (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 Enterprises. 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. 102 EUROPE/75885978v8
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 subsidiarySubsidiary 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 (vi) (This paragraph is intentionally omitted.) (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): 103 EUROPE/75885978v8
(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’sBorrower's ability to perform its obligations under this Agreement. 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. 104 EUROPE/75885978v8
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: (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 105 EUROPE/75885978v8
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. 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 106 EUROPE/75885978v8
(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. 21.24 Documents to be provided following renaming of Borrower as CMB.TECH NV No later than 30 days following the date on which the change of name of the Borrower to CMB.TECH NV is effective, the Borrower shall deliver to the Facility Agent the following documents and evidence in form and substance satisfactory to the Facility Agent: (a) documentary evidence that the change of name of the Borrower to CMB.TECH NV is effective; (b) documentary evidence that each Ship then subject to a Mortgage and owned by the Borrower is definitively and permanently registered in the name of the Borrower as CMB.TECH NV under the Approved Flag applicable to that Ship and that any applicable Mortgage remains duly registered or recorded (as relevant) as a valid first or second preferred or priority (as relevant) ship mortgage in accordance with the laws of the jurisdiction of that Ship's Approved Flag. 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. 107 EUROPE/75885978v8
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; 108 EUROPE/75885978v8
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 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 109 EUROPE/75885978v8
(b) a letter or letters of undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that: (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. 110 EUROPE/75885978v8
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. 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: 111 EUROPE/75885978v8
(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. 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. 112 EUROPE/75885978v8
(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. 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. 113 EUROPE/75885978v8
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. 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’sShip'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. 114 EUROPE/75885978v8
(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: (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. 115 EUROPE/75885978v8
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. 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; 116 EUROPE/75885978v8
(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 (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 117 EUROPE/75885978v8
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 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 Russian oil price cap (a) Each Obligor undertakes that it will at all times comply, and require compliance by: (i) all charterers and sub-charterers of any Ship owned by it; and (ii) all parties with whom an Obligor, a charterer or a sub-charterer enters into a contract of carriage in respect of the Ship owned by it, 118 EUROPE/75885978v8
with the Russian Oil Price Cap Measures. (b) Without prejudice to the generality of paragraph (a) above, each Obligor undertakes that it will prior to the Ship owned by it commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products obtain: (i) price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or (ii) a signed attestation from its applicable counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or (iii) documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction. (c) Without prejudice to the generality of paragraph (a) above, each Obligor shall promptly, and in any event no later than 28 days after the Ship owned by it commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products provide to the Facility Agent (at the Facility Agent's option): (i) price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; and/or (ii) an attestation in the form set out in Schedule 13 (Form of Attestation to be issued by an Obligor); and/or (iii) documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction. (d) Without prejudice to the generality of paragraph (a) above, each Obligor undertakes to the Facility Agent that it will ensure that each charterparty or contract of carriage in respect of the Ship owned by it will include for the benefit of that Obligor provisions requiring the charterer, sub-charterer or person with whom that Obligor has entered into a contract of carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for each Obligor to comply with this Clause 23.20 (Russian oil price cap). (e) Each Obligor undertakes that it will: (i) provide the Facility Agent with such information, and at such times, as it may require for the purposes of the Facility Agent or any Finance Party satisfying any record keeping obligations applicable to it under the Russian Oil Price Cap Measures; (ii) within 28 days of any request provide the Facility Agent with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Facility Agent may from time to time reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and (iii) comply with such further or additional requirements as the Facility Agent may from time to time require in writing, acting reasonably, in response to changes to any of 119 EUROPE/75885978v8
the Russian Oil Price Cap Measures, or the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures. The obligations in this paragraph (e) are continuing and, in particular, shall survive and remain binding on each Obligor until all attestations and such other information as may be requested pursuant to this paragraph (e) have been received in satisfactory form by the Facility Agent. (f) Each Obligor shall undertake appropriate due diligence on its counterparties to satisfy itself, based on the information available, of the reliability and accuracy of any information provided by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above. (g) Each Obligor agrees that each Finance Party may forward all attestations and other documents which that Obligor may from time to time deliver to the Facility Agent or such Finance Party pursuant to paragraphs (c) and (e) above to any applicable regulators or to any other party to which the Facility Agent or such Finance Party may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures. 23.21 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 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. 120 EUROPE/75885978v8
(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 (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. 121 EUROPE/75885978v8
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; (vi) after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale, 122 EUROPE/75885978v8
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. 123 EUROPE/75885978v8
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, Clause 23.20 (Russian oil price cap) 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. 124 EUROPE/75885978v8
(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, 125 EUROPE/75885978v8
or any analogous procedure or step is taken in any jurisdiction. (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 126 EUROPE/75885978v8
(b) any Requisition. 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), 127 EUROPE/75885978v8
the Security Agent is entitled to take under any Finance Document or any applicable law or regulation. 128 EUROPE/75885978v8
129 EUROPE/75885978v8
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 130 EUROPE/75885978v8
(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: (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. 131 EUROPE/75885978v8
(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; (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)(i) to (iv)(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. 132 EUROPE/75885978v8
(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. 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 133 EUROPE/75885978v8
(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. (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. 134 EUROPE/75885978v8
(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: (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: 135 EUROPE/75885978v8
(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 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. 136 EUROPE/75885978v8
(c) 137 EUROPE/75885978v8
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 138 EUROPE/75885978v8
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 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. 139 EUROPE/75885978v8
(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. (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; 140 EUROPE/75885978v8
(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: (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 141 EUROPE/75885978v8
(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, 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. 142 EUROPE/75885978v8
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; (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 143 EUROPE/75885978v8
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. (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. 144 EUROPE/75885978v8
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 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. 145 EUROPE/75885978v8
(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. 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 146 EUROPE/75885978v8
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; (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). 147 EUROPE/75885978v8
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: (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. 148 EUROPE/75885978v8
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. 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: 149 EUROPE/75885978v8
(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, 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 31.331.3 (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; 150 EUROPE/75885978v8
(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 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 31.331.3 (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’sAgent'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. 151 EUROPE/75885978v8
(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 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; 152 EUROPE/75885978v8
(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. (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. 153 EUROPE/75885978v8
(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: (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 154 EUROPE/75885978v8
(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: (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. 155 EUROPE/75885978v8
(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. 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 156 EUROPE/75885978v8
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: (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, 157 EUROPE/75885978v8
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. (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. 158 EUROPE/75885978v8
(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 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. 159 EUROPE/75885978v8
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 (iii) the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances, 160 EUROPE/75885978v8
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; (ii) to require any other person to maintain any insurance; or 161 EUROPE/75885978v8
(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. 162 EUROPE/75885978v8
(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 163 EUROPE/75885978v8
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 164 EUROPE/75885978v8
under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement). 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 165 EUROPE/75885978v8
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. 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 166 EUROPE/75885978v8
(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 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 167 EUROPE/75885978v8
(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. 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. 168 EUROPE/75885978v8
169 EUROPE/75885978v8
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 170 EUROPE/75885978v8
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. (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 (vi) of paragraph (a) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 171 EUROPE/75885978v8
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. 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. 172 EUROPE/75885978v8
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. 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. 173 EUROPE/75885978v8
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; (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 174 EUROPE/75885978v8
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. (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 175 EUROPE/75885978v8
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 (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 176 EUROPE/75885978v8
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). 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. 177 EUROPE/75885978v8
(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); (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 prepaymentcancellation 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 23.20 (Russian oil price cap), 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: 178 EUROPE/75885978v8
(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. 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) 179 EUROPE/75885978v8
(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. (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. 180 EUROPE/75885978v8
"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)(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 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: 181 EUROPE/75885978v8
(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)); (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; 182 EUROPE/75885978v8
(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 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 183 EUROPE/75885978v8
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; (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. 184 EUROPE/75885978v8
(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). 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. 185 EUROPE/75885978v8
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, 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 186 EUROPE/75885978v8
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. 187 EUROPE/75885978v8
188 EUROPE/75885978v8
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) AgenciesCMB.TECH Technology & Development Centre Ltd at its registered office for the time being, presently at 10 Bressenden Place, 1st Floor, Verde, SW1E 5DH, LondonProspect Way, Hutton, Brentwood, Essex, CM13 1XA, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and 189 EUROPE/75885978v8
(ii) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned. (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 and amended and restated on the datedates stated at the beginning of this Agreement. 190 EUROPE/75885978v8
191 EUROPE/75885978v8
192 EUROPE/75885978v8 Name of Borrower Euronav NV Name of Guarantor Place of Incorporation Belgium Registration number (or equivalent, if any) Place of Incorporation Address for Communication 0860.402.767 SCHEDULE 1 THE PARTIES PART A THE OBLIGORS De Gerlachekaai 20, B-2000 Antwerp, Belgium Registration number (or equivalent, if any) Euronav Shipping NV Address for Communication Belgium 0544.986.976 De Gerlachekaai 20, B-2000 Antwerp, Belgium
193 EUROPE/75885978v8 $72,674,4 19.00 $9,20 5,426. 00 TotalRevolving Facility (as at the Amendment and Restatement Date) $9,205, 426.00 $9,205,4 26.00 $9,205,42 7.00 $140,503,876.00 $250,000,000.00202,990,5 99 Name of Original Lender Hamburger Allee 1 60486 Frankfurt am Main Germany Telephone: +49 69 27222 62 – 360/-350 Nordea Bank Abp, filial i Norge Transition Facility (as at the date of this Agreemen t) KBC Bank NV $87,209,3 02.00 $47,965,1 16.00 $6,07 5,582. 00 $11,0 46,51 2.00 $6,075, 582.00 Tranc he A $6,075,5 82.00 $11,046 ,512.00 $6,075,58 0.00 Commitment $92,732,558.00 $11,046, 512.00 $165,000,000.00133,973,7 99 Tranche B Havenlaan 2 1080 Brussels Telephone: +3232029081 $11,046,5 11.00 PART B THE ORIGINAL LENDERS DNB (UK) Limited $168,604,651.00 $46,511,6 28.00 Tranche C $5,89 1,473. 00 $300,000,000.00243,588,7 22 $5,891, 473.00 Address for Communication $5,891,4 73.00 Postal address: PO Box 1166 Sentrum, N-0107 Oslo, Norway $5,891,47 2.00 Tranche D $89,922,481.00 $160,000,000.00129,913,9 85 8th Floor The Walbrook Building 25 Walbrook ING Bank, a branch of ING-DiBa AG Revolving Facility (as at the date of this Agreement)
194 EUROPE/75885978v8 Kungsträdgårdsgatan 8 111 47 Stockholm Sweden Société Générale $36,337,2 09.00 $4,60 2,713. 00 London EC4N 8AF Telephone: 0207 621 1111 Telefax: 0207 283 6931 $4,602, 713.00 Crédit Agricole Corporate and Investment Bank $4,602,7 13.00 $4,602,71 4.00 $36,337,2 09.00 $70,251,938.00 $125,000,000.00101,495,3 00 $4,60 2,713. 00 29 Boulevard Haussmann 75009 Paris France $4,602, 713.00 Belfius Bank NV/SA Skandinaviska Enskilda Banken AB (publ) $5,813,95 4.00 $4,602,7 13.00 $736, 434.0 0 $736,43 4.00 $4,602,71 4.00 $736,434 .00 $42,151,1 63.00 $736,434. 00 $70,251,938.00 $11,240,310.00 $20,000,000.0016,239,248 $125,000,000.00101,495,3 00 Rogierplein 11 B-1210 Brussels Belgium Telephone: +32 473 925 904 $5,33 9,147. 00 12, place des Etats-Unis CS 70052 92547 Montrouge Cedex France $5,339, 147.00 $5,339,1 47.00 $5,339,14 8.00 $81,492,248.00 $145,000,000.00117,734,5 47
195 8th Floor The Walbrook Building 25 Walbrook London EC4N 8AF Telephone: 0207 621 1111 Telefax: 0207 283 6931 THE ORIGINAL HEDGE COUNTERPARTIES 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 Belfius Bank NV/SA KBC Bank NV Rogierplein 11 B-1210 Brussels Belgium Telephone: +32 2 250 71 16 Havenlaan 2 1080 – Brussels Belgium Telephone: +3224174592 Name of Original Hedge Counterparty Nordea Bank Abp c/o Nordea Danmark, Filial af Nordea Bank Abp, Finland 7288 Derivatives Services 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 DNB Bank ASA, London Branch Address for Communication
196 Skandinaviska Enskilda Banken AB (publ) Kungsträdgårdsgatan 8 111 47 Stockholm Sweden
197 EUROPE/75885978v8 Address for Communication PART C THE SERVICING PARTIES Name of Security Agent Address for Communication Nordea Bank ABp, Filial i Norge Essendrops gate 7, 0368 Oslo, Norway Attn: Loan Agency Team - Norway 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 Facility Agent
198
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 199
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. 200
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 201
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. 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. 202
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 203
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. 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. 204
PART D CONDITIONS PRECEDENT TO UTILISATION – NEWBUILD FACILITYADVANCE 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 205
(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 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. 206
207
SCHEDULE 3 REQUESTS PART A UTILISATION REQUEST From: Euronav NV To: Nordea Bank Abp, filial i Norge Dated: [●] Euronav NV – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (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 The Advance is [not a Newbuild Advance][the Newbuild Advance in relation to Ship [21][22]]. 4 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. 5 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]. 6 5 This Utilisation Request is irrevocable. Yours faithfully ____________________ 208
[●] authorised signatory for Euronav NV 209
PART B SELECTION NOTICE From: Euronav NV To: Nordea Bank Abp, filial i Norge Dated: [●] Euronav NV – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (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 210
211
212 $ 298,813,215.65 293,414,656.88 3 $ 375,000,000.00 368,225,000.00 $ 38,093,392.1837,40 5,171.56 Repayment $ 260,719,823.47 256,009,485.32 SCHEDULE 4 TRANSITION FACILITY REPAYMENT SCHEDULE 4 1 $ 38,093,392.1837,40 5,171.56 Outstanding Amount $ 222,626,431.30 218,604,313.76 $ 38,093,392.1837,40 5,171.56 5 $ 336,906,607.82 330,819,828.44 $ 38,093,392.1837,40 5,171.56 $ 184,533,039.12 181,199,142.20 6 2 $ 38,093,392.18 181,199,142.20 $ 146,439,646.95 0 $ 38,093,392.1837,40 5,171.56 #
213 $ 566,765,634.08 $ 39,558,591.48 5 $ 685,441,408.52 $ 39,558,591.48 $ 527,207,042.60 6 2 $ 39,558,591.48 $ 487,648,451.13 $ 39,558,591.48 # 7 $ 645,882,817.04 $ 39,558,591.48 $ 448,089,859.65 8 3 $ 39,558,591.48 $ 725,000,000.00 $ 408,531,268.17 $ 39,558,591.48 Repayment 9 $ 606,324,225.56 $ 39,558,591.48 $ 368,972,676.69 SCHEDULE 5 REVOLVING FACILITY REPAYMENT SCHEDULE 1 0 4 $ 39,558,591.48 1 $ 329,414,085.21 $ 39,558,591.48 (This schedule is intentionally omitted.) Outstanding Amount
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 – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (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 214
arrange for execution of those documents and completion of those formalities. 215
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: [●] 216
217
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 – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (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. 218
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 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. 219
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: 220
221
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 – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (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 28.8Clause 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: [●]] 222
223
224 SCHEDULE 9 FORM OF COMPLIANCE CERTIFICATE To: Nordea Bank Abp, filial i Norge as Facility Agent From: Euronav NV Dated: [●] Euronav NV – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (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.
225
226 EUROPE/75885978v8 Euronav NV Euronav Ship Management (Hellas) Ltd. Approved Technical Manager Type 2 DONOUSSA Euronav NV PART APART A – CORE SHIPS (INCLUDING NEWBUILD SHIPS) Crude Oil Tanker GRT 15709 2 10121 3 Ship French 1 DNV NRT 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) AEGEAN Euronav NV Euronav Ship Management (Hellas) Ltd. Euronav NV Approved Flag 3 Oil Tanker ALSACE Ship name Euronav NV 15413 3 Crude Oil Tanker Approved Classificatio n Society 16162 5 10774 4 11008 6 SCHEDULE 10 DETAILS OF THE SHIPS French Belgian Lloyds Register Approved Classification 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight (CM, ACS(B)), DNV Euronav NV Name of the Borrower / Guaranto r owner Euronav Ship Management (Hellas) Ltd. 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) CSR E0 ESP Recyclable SPM TMON(oil lubricated) VCS(2) Approved Commercial Manager
227 EUROPE/75885978v8 Technical manager: Euronav Ship Management SAS Sub-technical manger: Euronav Ship Management (Hellas) Ltd. *IWS, LI, DSPM4 ✠ LMC, IGS, UMS, NAV1, BWTS*, EGCS(Open,Partial) 5 DIA Euronav NV Crude Oil Tanker 15709 2 4 10095 0 French ANTIGONE DNV 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd. Oil Tanker 6 15437 9 HIRADO Euronav NV 10770 4 Oil Carrier 15980 6 GreekFrench 99190 Greek (transfer to French flag due to take place on 6 November) Lloyds Register DNV 1A Tanker for oil E0 ESP TMON(oil lubricated) 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. Euronav NV
228 EUROPE/75885978v8 Oil Tanker Technical manager: Euronav Ship Management SAS Sub-technical manger: Euronav Ship Management (Hellas) Ltd. 9 7 INGRID Euronav NV 15699 0 Oil Tanker 8 16071 6 11034 9 ILMA Belgian 10142 1 DNV Euronav NV 1A Tanker for oil BIS BWM(E(s)) Clean COAT-PSPC(B) CSR E0 ESP NAUT(OC) Recyclable SPM TMON(oil lubricated) VCS(2) HOJO Euronav NV Oil Tanker Euronav Ship Management (Hellas) Ltd. BelgianFrenc h 16071 6 10 IRIS 11034 9 Euronav NV DNV Oil Tanker Belgian 16071 6 Euronav NV 11034 9 DNV Belgian 1A1 Tanker for oil BIS COAT-PSPC(B) CSR E0 ESP Recyclable 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) 1A Tanker for oil BIS BWM(E(s)) Clean COAT-PSPC(B) CSR E0 ESP NAUT(OC) Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd. Euronav NV Euronav Ship Management (Hellas) Ltd.
229 EUROPE/75885978v8 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) 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. Recyclable SPM TMON(oil lubricated) VCS(2)
230 EUROPE/75885978v8 51760 CAP PEMBROKE Greek Lloyds Register Euronav NV 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 NVOil Tanker Euronav Ship Management (Hellas) Ltd. 12 82099
231 EUROPE/75885978v8 51760 CAP PORT ARTHUR Greek Lloyds Register Euronav NV 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 NVOil Tanker Euronav Ship Management (Hellas) Ltd. 13 82099
232 EUROPE/75885978v8 14 82099 15 BRUGGE (H8135) 51760 Euronav NV CAP QUEBEC Oil Tanker Greek 80222 49960 Lloyds Register Belgian Euronav NV DNV 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) 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 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 NV Euronav Ship Management (Hellas) Ltd. Oil Tanker Euronav Ship Management (Hellas) Ltd.
233 EUROPE/75885978v8 Oil Tanker Euronav Ship Management (Hellas) Ltd. 18 16 STELLA Euronav NV 81482 Oil Tanker 17 84735 54305 MARIA Greek 51258 DNV Euronav NV 1A1 Tanker for oil BIS E0 ESP TMON VCS(2) CAPTAIN MICHAEL Euronav NV Oil Tanker Euronav Ship Management (Hellas) Ltd. Greek 81482 19 BREST (ex Hull 8136) 51258 Euronav NV Lloyds Register Oil Tanker Greek 80222 Euronav NV 49960 Lloyds Register Greek 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B), *IWS, LI, SPM4, ✠ LMC, IGS, UMS, BWTS DNV 100A1 Double Hull Oil Tanker, CSR, ESP, LI, ShipRight ACS(B), *IWS, LI, SPM4, ✠ LMC, IGS, UMS 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 NV Euronav Ship Management (Hellas) Ltd. Euronav NV Euronav Ship Management (Hellas) Ltd.
234 EUROPE/75885978v8 DNV Greek (expected flag) Euronav NV 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 NV Euronav Ship Management (Hellas) Ltd. Oil Tanker Euronav Ship Management (Hellas) Ltd. 22 20 Hull 5089 (tbn ORION) Euronav NV 80222 21 Hull 5088 (tbn HELIOS) Greek (expected flag) 49960 Euronav NV BRISTOL (ex Hull 8137) Euronav NV Euronav Ship Management (Hellas) Ltd. Greek PART BPART B - TRANSITION SHIPS
235 EUROPE/75885978v8 51277CAP FELIX Liberian Lloyds Register Euronav NV 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 NVOil Tanker Euronav Ship Management (Hellas) Ltd. 192 3 81409
236 EUROPE/75885978v8 51277 CAP LARA Liberian Lloyds Register Euronav NV 100A1 Double Hull Oil Tanker, ESP, LI, SPM4 Ice Class 1C FS at Amidships Draught of 17.000m. 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* Euronav NVOil Tanker Euronav Ship Management (Hellas) Ltd. 202 4 81409
237 EUROPE/75885978v8 50927CAP THEODORA Greek Lloyds Register Euronav NV 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 NVOil Tanker Euronav Ship Management (Hellas) Ltd. 212 5 81329
238 EUROPE/75885978v8 222 6 81409 232 7 DAISHAN 50927 Euronav Shipping NV CAP VICTOR Oil Storag e Tanker Liberian 15784 4 10856 7 Lloyds Register Marshall Islands Euronav NV Lloyd's Register 100A1 Double Hull Oil Tanker, ESP, LI, SPM4 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* 100A1 Moored Oil Storage Tanker for service at Cap Lopez Gabon, SPM4, *IWS, LI ✠ LMC, IGS, UMS, Euronav NV Euronav NV Euronav Ship Management SAS (Antwerp Branch) Oil Tanker Euronav Ship Management (Hellas) Ltd.
239 EUROPE/75885978v8 Crude Oil Tanker Northern Marine Management Ltd. 263 0 242 8 HAKATA Euronav NV 15784 4 Crude Oil Tanker 252 9 15986 7 99190 FRATERNIT Y French 10856 7 DNV Euronav NV 1A1 Tanker for oil E0 ESP TMON DALMA Euronav NV Oil Tanker Euronav Ship Management (Hellas) Ltd. Liberian 81482 273 1 HAKONE 51258 Euronav NV DNV Oil Carrier Belgian 15986 7 Euronav Shipping NV 99190 Lloyds Register GreekFrench 1A1 Tanker for oil BIS E0 ESP NAUT(OC) NAUTICUS(Newbuilding ) Plus(1) SPM TMON VCS(2) DNV 100A1 Double Hull Oil Tanker, CSR, ESP, LI, *IWS, SPM4 ✠ LMC, IGS, UMS, EGCS(Open), NAV1 1A Tanker for oil E0 ESP TMON(oil lubricated) Euronav NV Euronav NV Technical manager: Euronav Ship Management SAS Sub-technical manger: Euronav Ship Management (Hellas) Ltd. Euronav NV Euronav Ship Management (Hellas) Ltd.
240 EUROPE/75885978v8 Oil Tanker Euronav Ship Management (Hellas) Ltd. 303 4 283 2 SIENNA Euronav NV 79235 Oil Tanker 293 3 79235 47246 SELENA Liberian 47276 DNV Euronav NV 1A1 Tanker for oil BIS BVM(T) E0 ESP NAUTICUS(Newbuilding ) Plus(1) TMON VCS(2) SAPPHIRA Euronav NV Oil Tanker Euronav Ship Management (Hellas) Ltd. Liberian 79235 313 5 SOFIA 47276 Euronav NV DNV Oil Tanker Liberian 84795 Euronav NV 54305 DNV Greek 1A Tanker for oil BIS E0 ESP NAUTICUS(Newbuilding ) Plus(1) SPM TMON VCS(2) DNV 1A1 Tanker for oil BIS BVM(T) E0 ESP NAUTICUS(Newbuilding ) Plus(1) TMON VCS(2) 1A1 Tanker for oil BIS E0 ESP TMON VCS(2) Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd. Euronav NV Euronav Ship Management (Hellas) Ltd.
241 EUROPE/75885978v8 47276 33 Greek (expected flag) STATIA "BREST" Hull 8136 Liberian Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd. Oil Tanker 35 DNV H5088 80222 Euronav NV Euronav NV 49960 1A1 Tanker for oil BIS E0 ESP NAUTICUS(Newbuilding ) Plus(1) TMON VCS(2) Greek DNV Euronav NV Euronav NV 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 Ship Management (Hellas) Ltd. Oil Tanker Euronav NV 36 Euronav Ship Management (Hellas) Ltd. Hull 5089 Euronav Ship Management (Hellas) Ltd. Euronav NV 323 6 34 79235 Hull 8137 (to be named "BRISTOL") Part C – Newbuild Ships Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd.
242 EUROPE/75885978v8 Euronav Ship Management (Hellas) Ltd. Approved Commercial Manager Type AQUITANE Approved Technical Manager Euronav NV Oil Tanker 154139 GRT 10774 4 AMUNDSEN Belgian DNV Euronav NV 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) CSR E0 ESP NAUT (OC) Recyclable SPM TMON(oil lubricated) VCS(2) NRT Euronav NV Crude Oil Tanker Euronav Ship Management (Hellas) Ltd. Ship name 154163 ARDECHE Approved Flag Euronav NV 10770 0 Oil 154139 French 10774 Approved Classification Society Belgian DNV DNV Name of the Borrower / Guarantor owner 1A Tanker for oil BIS BWM(T) 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) CSR E0 ESP Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Approved Classification Euronav Ship Management Euronav NV SCHEDULE 11 DETAILS OF THE A FLEET
243 EUROPE/75885978v8 (Hellas) Ltd. ALEX Euronav NV Oil Tanker 154379 ALBORAN 10770 4 Tanker Belgian Euronav NV Lloyds Register 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C) *IWS, LI, SPM4, ECO(TOC) ✠ LMC, IGS, UMS Crude Oil Tanker Euronav NV Euronav Ship Management (Hellas) Ltd. 154163 4 ALICE 10770 0 Euronav NV Oil Tanker Liberian 154379 10770 4 DNV Belgian Lloyds Register 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) CSR E0 ESP SPM TMON(oil lubricated) VCS(2) 100A1 Double Hull Oil Tanker, CSR, Clean COAT-PSPC(B) CSR E0 ESP NAUT (OC) Recyclable SPM TMON(oil lubricated) VCS(2) Euronav NV Euronav NV Euronav Ship Management Euronav Ship Management (Hellas) Ltd.
244 EUROPE/75885978v8 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 ESP, ShipRight ACS(B,C) *IWS, LI, SPM4, ECO(TOC) ✠ LMC, IGS, UMS, BWTS Euronav NV Euronav Ship Management (Hellas) Ltd. (Hellas) Ltd. CASSIUS Euronav NV Oil Tanker 153486 CAMUS 10640 3 Belgian Euronav NV Lloyds Register 100A1 Double Hull Oil Tanker, CSR, Oil Tanker Euronav NV Euronav Ship Management 153486
245 EUROPE/75885978v8 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)] 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. (Hellas) Ltd.
246 EUROPE/75885978v8 Euronav Ship Management (Hellas) Ltd. DERIUS Euronav NV Oil Tanker 156452 10686 2 DELOS Liberian DNV Euronav NV 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 Oil Tanker Euronav Ship Management (Hellas) Ltd. 156293 DICKENS Euronav NV 10685 2 Oil Tanker 156237 Belgian 10685 0 Belgian Lloyds Register DNV 1A Tanker for oil BIS BWM(T) Clean CMON 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. Euronav NV
247 EUROPE/75885978v8 Euronav Ship Management (Hellas) Ltd. COAT-PSPC(B, C) CSR E0 ESP LCS NAUT(NAV) Recyclable SPM TMON(oil lubricated) VCS(2) ER(EGCS Open) [SmartShip (OE, PE, CME)] DOMINICA Euronav NV Oil Tanker 157092 10114 7 DIODORUS Liberian DNV Euronav NV 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. 156293 DORIS Euronav NV 10685 2 Oil 156293 Belgian 10685 Belgian Lloyds Register Lloyds 100A1 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 Euronav NV
248 EUROPE/75885978v8 (Hellas) Ltd. HATTERAS Euronav NV Oil Tanker Tanker 156517 DRENEC 10781 9 Liberian Euronav NV DNV 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B; C) CSR E0 ESP Recyclable SPM TMON VCS(2) Oil Tanker Euronav NV 2 Anglo-Eastern Tanker Management (Hong Kong) Limited 157092 HERON 10110 0 Euronav NV Oil Tanker Liberian 156517 Register 10781 9 DNV Liberian DNV 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) Crane CSR E0 ESP SPM TMON VCS(2) 1A1 Tanker for oil BIS BWM(T) Clean COAT-PSPC(B; C) CSR E0 ESP Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C), *IWS, LI, DSPM4 ✠ LMC, IGS, UMS, EGCS(Open), NAV1 Euronav NV Euronav NV Euronav Ship Management (Hellas) Ltd. Euronav Ship Management (Hellas) Ltd.
249 EUROPE/75885978v8 10640 3 Belgian Lloyds Register 100A1 Double Hull Oil Tanker, 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. Recyclable SPM TMON VCS(2) ANDAMAN Euronav NV Crude Oil Tanker 154163 10770 CLOVIS (H8134) Liberian DNV Euronav NV 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) CSR E0 ESP Recyclable SPM TMON(oil Euronav NV Oil Tanker Euronav Ship Management (Hellas) Ltd. 153486
250 EUROPE/75885978v8 Euronav Ship Management (Hellas) Ltd. lubricated) VCS(2) ARAFURA Euronav NV Oil Tanker 154163 10770 0 ANNE Belgian DNV Euronav NV 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 Crude Oil Tanker Euronav Ship Management (Hellas) Ltd. 154379 ARAL Euronav NV 10770 4 Oil Tanker 154133 French 10774 4 Belgian Lloyds Register DNV 1A Tanker for oil BIS BWM(T) Clean COAT-PSPC(B) CSR E0 ESP NAUT (OC) Recyclable SPM 100A1 Double Hull Oil Tanker, CSR, ESP, ShipRight ACS(B,C), *LI, SPM4, ECO(TOC,BWT) ✠ LMC, IGS, UMS, BWTS Euronav NV Euronav Ship Management (Hellas) Ltd. Euronav NV
251 EUROPE/75885978v8 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. TMON(oil lubricated) VCS(2)
252 Facility Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders' participation) Three Business Days before the intended Utilisation Date. 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)) Reference Rate is fixed 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)) Quotation Day SCHEDULE 12 TIMETABLES
253 SCHEDULE 13 FORM OF ATTESTATION TO BE ISSUED BY AN OBLIGOR [To: Nordea Bank Abp, filial i Norge as Facility Agent From: [Obligor] Dated: [●] Euronav NV – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (the "Agreement") Capitalised terms used in this attestation shall have the meanings set out in the Agreement. With respect to [●] [describe cargo] [scheduled to be] loaded at [●] [insert port or details of ship-to-ship transfer] on [●] [insert date] (the "Voyage"): (a) We confirm that we were, and the operation of the Ship and, to the best of our knowledge, each charterer, sub-charterer and any other relevant third party was, in compliance with the Russian Oil Price Cap Measures. (b) We attest that, with respect to the Voyage: (i) we have received and retained price information demonstrating that the Russian Oil Products were purchased at or below the relevant price cap; or (ii) where not practicable to request and receive such information, we have obtained a signed attestation from our charterer or other relevant counterparty that the Russian Oil Products were purchased at or below the relevant price cap; or (iii) we have received a signed attestation from our charterer or other relevant counterparty that the purchase of Russian Oil Products was done pursuant to a license or a derogation. (c) We further confirm that the relevant items referred to in (b) above were received prior to loading. Signed: ________________________ by [●] authorised signatory for [Obligor] ***OR***2 2 Second variation of the Form of Attestation to be used where relevant Obligor operates Vessel – no charterer.
[To: Nordea Bank Abp, filial i Norge as Facility Agent From: [Obligor] Dated: [●] Euronav NV – $1,340,846,156.88 (originally $1,290,000,000) Facilities Agreement dated [●] 2023 as amended and restated by an amendment and restatement agreement dated [●] June 2024 (the "Agreement") Capitalised terms used in this attestation shall have the meanings set out in the Agreement. We confirm that with respect to [●] [describe cargo] [scheduled to be] loaded at [●] [insert port or details of ship-to-ship transfer] on [●] [insert date] (the "Voyage"): (d) we were, and the operation of the Ship was, in compliance with the Russian Oil Price Cap Measures; (e) in respect to the Voyage, we obtained a signed attestation or other documentation from or through the relevant parties confirming that the Russian Oil Products were purchased at or below any applicable cap pursuant to the Russian Oil Price Cap Measures prior to such Russian Oil Products being loaded onto the Ship; and (f) the evidence and/or attestations described in paragraph (b) above are attached hereto. Signed: ________________________ by [●] authorised signatory for [Obligor] 254
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: ) 255
Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) CRÉDIT AGRICOLE CORPORATE ) AND INVESTMENT BANK ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) DNB (UK) LIMITED ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) ING BANK, a branch of ING-DiBa AG ) in the presence of: ) Witness' signature: ) Witness' name: ) 256
Witness' address: ) 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: ) 257
SIGNED by ) duly authorised ) for and on behalf of ) SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) SOCIÉTÉ GÉNÉRALE ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) ORIGINAL HEDGE COUNTERPARTIES SIGNED by ) duly authorised ) for and on behalf of ) BELFIUS BANK NV/SA ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) 258
SIGNED by ) duly authorised ) for and on behalf of ) DNB BANK ASA, LONDON BRANCH ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) 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 ) KBC BANK NV ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) 259
SIGNED by ) duly authorised ) for and on behalf of ) NORDEA BANK ABP ) 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: ) MANDATED LEAD ARRANGERS SIGNED by ) duly authorised ) for and on behalf of ) 260
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 ) ING BANK, a branch of ING-DiBa AG ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) 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 ) DNB (UK) LIMITED ) 261
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: ) LEAD ARRANGERS SIGNED by ) duly authorised ) for and on behalf of ) CRÉDIT AGRICOLE CORPORATE ) AND INVESTMENT BANK ) ) in the presence of: ) Witness' signature: ) Witness' name: ) 262
Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) SOCIÉTÉ GÉNÉRALE ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) BELFIUS BANK NV/SA ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) BOOKRUNNERS SIGNED by ) duly authorised ) for and on behalf of ) NORDEA BANK ABP, FILIAL I NORGE ) in the presence of: ) Witness' signature: ) Witness' name: ) 263
Witness' address: ) SIGNED by ) duly authorised ) for and on behalf of ) ING BANK, a branch of ING-DiBa AG ) in the presence of: ) Witness' signature: ) Witness' name: ) Witness' address: ) 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 ) 264
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: ) 265
EX-8
6
a8-1exhibit2024.htm
EX-8.1
Document
List of Subsidiaries and joint ventures
|
|
|
|
|
|
| Subsidiaries |
Country of incorporation |
| Euronav Shipping NV |
Belgium |
| Euronav (UK) Agencies Limited |
United Kingdom |
| Euronav Luxembourg SA |
Luxembourg |
| Euronav SAS |
France |
| Euronav Ship Management SAS |
France |
| Euronav Ship Management Antwerp (branch office) |
|
| Euronav Ship Management Ltd |
Liberia |
| Euronav Ship Management Hellas (branch office) |
|
| Euronav Hong Kong Ltd |
Hong Kong |
| Euro-Ocean Ship Management (Cyprus) Ltd |
Cyprus |
| Euronav Singapore Pte. Ltd |
Singapore |
| Green Bulker One Pte Ltd |
Singapore |
| Green Bulker Two Pte Ltd |
Singapore |
| Green Bulker Three 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 TECH Namibia Properties (Pty) Ltd |
Namibia |
| CMB.TECH Belgium NV |
Belgium |
| CMB.TECH Industry NV |
Belgium |
| CMB.TECH International NV |
Belgium |
| CMB.TECH Netherlands BV |
Netherlands |
| CMB.TECH Enterprises NV |
Belgium |
| CMB.TECH Technology and development centre Limited |
United Kingdom |
| Ammonia Carrier AS |
Norway |
| CTV Crewing Services Limited |
United Kingdom |
| H2 Infra |
Belgium |
| Windcat Workboats (Ireland) Limited |
Ireland |
| 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 |
|
|
|
|
|
|
| Joint ventures |
Country of incorporation |
| Tankers Agencies (UK) Ltd |
United Kingdom |
| 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-11
7
a2024-codeofbusinesscond.htm
EX-11.1
a2024-codeofbusinesscond
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 1 of 8 CONTENTS 1. INTRODUCTION ............................................................................................................................ 2 2. Purpose and Scope ....................................................................................................................... 2 3. Core Values .................................................................................................................................... 2 4. Compliance with Laws and Regulations ...................................................................................... 2 5. Ethical Business Practices ............................................................................................................. 3 5.1 Anti-Bribery and Corruption ............................................................................................. 3 5.2 Fair Competition ................................................................................................................... 3 5.3 Conflicts of Interest ............................................................................................................... 3 5.3.1 GENERAL ........................................................................................................................... 3 5.3.2 IN RELATION TO A MEMBER OF THE SUPERVISORY BOARD OR MEMBER OF THE MANAGEMENT BOARD ................................................................................................................ 4 5.3.3 BUSINESS RELATIONSHIPS WITH THIRD PARTIES ........................................................ 4 5.3.4 CORPORATE OPPORTUNITIES ............................................................................................. 4 6. Human Rights and Labor Practices .............................................................................................. 5 6.1 Anti-Slavery and Human Trafficking ..................................................................................... 5 6.2 Child Labor ............................................................................................................................ 5 6.3 Non-Discrimination and Harassment .................................................................................. 5 7. Environmental Stewardship ......................................................................................................... 5 8. Health and Safety .......................................................................................................................... 5 9. Protection of Company Assets ...................................................................................................... 6 10. Confidentiality and Data Protection ............................................................................................. 6 11. OUTSIDE DIRECTORSHIPS AND OTHER OUTSIDE ACTIVITIES.................................................. 6 12. Reporting Violations and Whistleblower Protection .................................................................... 7 13. Compliance and Monitoring ......................................................................................................... 7
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 2 of 8 1. INTRODUCTION At CMB.TECH NV and its subsidiaries ("the Company"), we are dedicated to conducting our business with integrity, transparency, and respect for all stakeholders. This Code of Business Conduct and Ethics ("the Code") serves as a compass for ethical decision-making and sets forth the standards of behavior expected from all employees, officers, directors, and agents (“the Relevant Person(s)”). By adhering to this Code, we uphold our commitment to ethical excellence and foster a culture of trust and accountability. 2. PURPOSE AND SCOPE The purpose of this Code is to: Define Ethical Standards: Establish clear expectations for professional conduct and decision-making. Ensure Compliance: Align our operations with applicable laws, regulations, and industry standards. Promote Integrity: Encourage honest and ethical behavior in all business activities. Protect the Company’s Reputation: Maintain the trust of our customers, partners, employees, and the communities we serve. This Code applies to all employees, officers, directors, and agents of CMB.TECH NV and its subsidiaries, regardless of location. 3. CORE VALUES Our core values guide our actions and decisions: Integrity: We act honestly and uphold the highest ethical standards. Respect: We treat everyone with dignity and value diverse perspectives. Responsibility: We are accountable for our actions and their impact on society and the environment. Excellence: We strive for quality and continuous improvement in all we do. 4. COMPLIANCE WITH LAWS AND REGULATIONS We are committed to complying with all applicable laws, regulations, and internal policies. Employees are expected to understand and adhere to the legal requirements relevant to their roles and seek guidance when necessary. Our expectations for each and every Relevant Person are outlined in this Code. These guidelines are in line with: o United Nations Global Compact’s Ten Principles
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 3 of 8 o United Nations Guiding Principles on Business and Human Rights o International Labour Organization (ILO) Conventions o OECD Guidelines for Multinational Enterprises on Responsible Business Conduct o The “Principles of Conduct for Third Parties” outline the expectations we have for all entities with whom we do business. These principles are aligned with this Code of Conduct. 5. ETHICAL BUSINESS PRACTICES 5.1 ANTI-BRIBERY AND CORRUPTION We prohibit all forms of bribery and corruption. Employees must not offer, give, solicit, or accept any form of bribe or improper payment. All business dealings should be transparent and accurately documented. 5.2 FAIR COMPETITION We are committed to fair and open competition. Employees must not engage in practices that unlawfully restrict competition or violate antitrust laws. 5.3 CONFLICTS OF INTEREST Employees must avoid situations where personal interests conflict with the interests of the Company. Any potential conflicts should be disclosed to management. 5.3.1 GENERAL Every Relevant Person should avoid any conflict between his/her own interests and the interests of the Company, especially when dealing with suppliers, customers, and other third parties, and in the conduct of his/her personal affairs, including transactions in securities of the Company. A conflict of interest occurs when a Relevant Person’s private interests interfere with the interests of the Company as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, Relevant Persons must never use or attempt to use their position with the Company to obtain improper personal benefits for themselves or for members of their families. Any Relevant Person who is aware of a conflict of interest, or the appearance of a conflict of interest, or is concerned that a conflict might develop, should report and discuss the matter with the head of department or the General Counsel. Any of these shall report to and consult the Chairman of the Corporate Governance and Nomination Committee immediately in the event of any conflict of interest apparently arising within the Company.
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 4 of 8 The Corporate Governance and Nomination Committee shall have the responsibility to determine whether a conflict of interest exists, and it may establish procedures to arrive at its conclusion and to approve or reject, or otherwise resolve, a potential conflict of interest. 5.3.2 IN RELATION TO A MEMBER OF THE SUPERVISORY BOARD OR MEMBER OF THE MANAGEMENT BOARD Any conflict of interest question involving one or more of the Company’s members of the Supervisory Board and/or members of the Management Board, shall be resolved according to the applicable provisions of the Belgian Companies Code, with the assistance of the Corporate Governance and Nomination Committee where required. 5.3.3 BUSINESS RELATIONSHIPS WITH THIRD PARTIES Business relationships with third parties shall be governed solely by objective criteria. Suppliers shall be selected only on the basis of price, quality, reliability, technological standard, product suitability, the potential for (or existence of) a continuing business relationship, ISO or ecological audit certification, the existence of an anti-corruption policy and the existence of a quality management system. Furthermore, as described in the Third Party Risk Policy, a compliance validation should be conducted. In no circumstances shall personal relationships be determining factors in awarding a contract. Advice or recommendations given by any Relevant Person must not be motivated by the prospect of a material or non-material advantage to that or another Relevant Person. 5.3.4 CORPORATE OPPORTUNITIES A Relevant Person may not: i. take for himself or herself opportunities that are discovered through the use of Company property, information or position; ii. use Company property, information or position for personal gain; or iii. compete with the Company. Relevant Persons owe a duty to the Company to advance its interests. A corporate opportunity may be described as any business opportunity for the Company which arises through or outside the activities of a person and which could benefit the Company. In case of dispute, the Corporate Governance and Nomination Committee has the responsibility to determine whether a corporate opportunity exists. The Corporate Governance and Nomination
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 5 of 8 Committee may also establish procedures to arrive at its conclusion and to approve or reject, or otherwise resolve, a potential usurpation of a corporate opportunity. 6. HUMAN RIGHTS AND LABOR PRACTICES We respect and support internationally recognized human rights and are committed to fair labor practices. 6.1 ANTI-SLAVERY AND HUMAN TRAFFICKING We have zero tolerance for modern slavery and human trafficking in our operations and supply chains. We comply with relevant laws and conduct due diligence to prevent such practices. 6.2 CHILD LABOR We prohibit the use of child labor and adhere to applicable laws regarding minimum working age. 6.3 NON-DISCRIMINATION AND HARASSMENT We are committed to providing a workplace free from discrimination and harassment. All employees are expected to treat others with respect and dignity. Hence, Relevant Persons: • may not unfairly disadvantage, favour, harass or ostracize others because of race, gender, colour, nationality, descent, religion, biological sex, sexual orientation, age, physical characteristics or appearance. • have the right to be protected against harassment; and the obligation to allow others to feel freedom from harassment, regardless of whether one might consider his or her own behaviour to be normal or acceptable and whether the harassed person has the opportunity to avoid the harassment. • are entitled to work together with colleagues in an atmosphere of safety, comfort and trust. 7. ENVIRONMENTAL STEWARDSHIP We are dedicated to environmental sustainability and strive to minimize our environmental impact. Employees are expected to adhere to environmental laws and Company policies aimed at protecting the environment. 8. HEALTH AND SAFETY We prioritize the health and safety of our employees and stakeholders. Employees must comply with health and safety regulations and report any hazards or incidents promptly.
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 6 of 8 9. PROTECTION OF COMPANY ASSETS Employees are responsible for safeguarding Company assets, including physical property, intellectual property, and confidential information. Company assets should be used responsibly and for legitimate business purposes. 10. CONFIDENTIALITY AND DATA PROTECTION We respect the privacy of individuals and protect confidential information. Employees must handle personal data in accordance with data protection laws and Company policies. Relevant Persons may have access to protected Company, client, and supplier data. Internal information obtained during employment includes non-public information about the Company's business, financial results and prospects, customers and suppliers, contracts, agreements, investments, potential corporate transactions involving the Company, and legal proceedings commenced by or against the Company. Relevant Persons are required to keep such information confidential during employment and for at least 5 years afterward, and not to use, disclose, or communicate it to third parties except when authorized by the Company or legally required. Any illegal disclosure of non-public, sensitive, or private information can harm the Company and Relevant Person. Disclosed material non-public information about the Company may violate insider trading laws and result in significant civil and criminal penalties for the individual, the Company, and its supervisory personnel, as set out in the Dealing Code. Contact the Company's General Counsel immediately if you suspect a leak of confidential information. With the Audit and Risk Committee Chairman, General Counsel and the CEO will tell the Supervisory Board and decide which measures to take based on the information obtained. 11. OUTSIDE DIRECTORSHIPS AND OTHER OUTSIDE ACTIVITIES Although activities outside the Company are not necessarily a conflict of interest, a conflict could arise depending upon a Relevant Person’s position within the Company and the Company’s relationship with the entity involved in such outside activity. Outside activities may also be a conflict of interest if they cause a Relevant Person, or are perceived to cause a Relevant Person, to choose between that interest and the interests of the Company. Reference is made in this respect to the Corporate Governance Charter and this policy (see sections “Conflicts of interest” and “Corporate opportunities” above).
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 7 of 8 12. REPORTING VIOLATIONS AND WHISTLEBLOWER PROTECTION Employees are encouraged to report any suspected violations of this Code or unethical behavior. The Company provides channels for reporting concerns and ensures that individuals who report in good faith are protected from retaliation. 13. COMPLIANCE AND MONITORING We are committed to regularly reviewing and updating this Code to ensure its effectiveness. Employees are required to participate in training and acknowledge their understanding and commitment to the Code. The Company will endeavour to be cooperative and open in its dealings with all authorities and government agencies. Relevant Persons shall inform the Company’s General Counsel immediately in the event of a request for information or questioning outside the ordinary course of business. Violations of law will not be tolerated. The Company will offer all the necessary sources of information and guidance of the Company’s General Counsel to enable violations of law to be avoided. Relevant Persons will also be afforded guidance in the event of unjustified actions by authorities. Violations may result in reprimand, claims for damages, termination of employment, or loss of office. * * *
CODE OF BUSINESS CONDUCT AND ETHICS Approved by Supervisory Board on 17 12 2024 Page 8 of 8
EX-12
8
a12-1exhibit2024.htm
EX-12.1
Document
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Alexander Saverys, certify that:
1. I have reviewed this annual report on Form 20-F of CMB.TECH 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 9, 2025
/s/ Alexander Saverys
Alexander Saverys
Chief Executive Officer (Principal Executive Officer)
EX-12
9
a12-2exhibit2024.htm
EX-12.2
Document
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Ludovic Saverys, certify that:
1. I have reviewed this annual report on Form 20-F of CMB.TECH 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 9, 2025
/s/ Ludovic Saverys
Ludovic Saverys
Chief Financial Officer (Principal Financial Officer)
EX-13
10
a13-1exhibit2024.htm
EX-13.1
Document
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Annual Report of CMB.TECH NV (the “Company”) on Form 20-F for the year ended December 31, 2024 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 9, 2025
/s/ Alexander Saverys
Alexander Saverys
Chief Executive Officer (Principal Executive Officer)
EX-13
11
a13-2exhibit2024.htm
EX-13.2
Document
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, 2024 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 9, 2025
/s/ Ludovic Saverys
Ludovic Saverys
Chief Financial Officer (Principal Financial Officer)
EX-15
12
cmbt20-fxex153skconsent.htm
EX-15.2
cmbt20-fxex153skconsent
Exhibit 15.3 SEWARD & KISSEL LLP ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004 TELEPHONE: (212) 574-1200 901 K STREET, NW FACSIMILE: (212) 480-8421 WASHINGTON, D.C. 20001 WWW.SEWKIS.COM TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184 April 9, 2025 CMB.TECH NV De Gerlachekaai 20 2000 Antwerpen Belgium Re: CMB.TECH NV Ladies and Gentlemen: Reference is made to the annual report on Form 20-F of CMB.TECH NV (the “Company”) for the year ended December 31, 2024 (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
EX-15
13
kpmg_consentletter.htm
EX-15.1
kpmg_consentletter
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 CMB.TECH NV (formerly known as Euronav NV). /s/ Herwig Florent Henri Carmans Bedrijfsrevisor / Réviseur d’Entreprises KPMG Bedrijfsrevisoren BV / KPMG Réviseurs d’Entreprises SRL Zaventem, Belgium April 9, 2025
エドガーで原本を確認する