EXMAR NV

Annual Report (ESEF) • Apr 18, 2024

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Photographer: Hugo Maertens FINANCIAL REPORT 117 118 FINANCIAL REPORT 5.1 Annual report of the board of directors 120 5.2 Consolidated financial statements 126 Note 1 - Accounting policies 132 Note 2 - Segment reporting 145 Note 3 - Reconciliation segment reporting 150 Note 4 - Revenue 154 Note 5 - Gain on disposal 155 Note 6 - Vessel expenses 155 Note 7 - Purchase of goods 155 Note 8 - General and administrative expenses 155 Note 9 - Personnel expenses 156 Note 10 - Other operating expenses 156 Note 11 - Finance result 157 Note 12 - Income taxes 158 Note 13 - Vessels and barges 159 Note 14 - Other property, plant and equipment 161 Note 15 - Right-of-use assets 162 Note 16 - Investments in equity accounted investees 163 Note 17 - Financial information equity accounted investees 164 Note 18 - Borrowings to equity accounted investees 167 Note 19 - Tax assets and liabilities 168 Note 20 - Other investments 168 Note 21 - Inventories 169 Note 22 - Trade and other receivables 169 Note 23 - Restricted cash and cash and cash equivalents 169 Note 24 - Share capital and reserves 170 Note 25 - Earnings per share 171 Note 26 - Borrowings 172 Note 27 - Share based payments 175 Note 28 - Employee Benefits 176 Note 29 - Trade and other payables 178 Note 30 - Financial risk and financial instruments 179 Note 31 - Leases 184 Note 32 - Capital commitments 185 Note 33 - Contingencies 185 Note 34 - Related parties 186 Note 35 - Group entities 189 Note 36 - Fees statutory auditor 190 Note 37 - Subsequent events 190 Significant judgements and estimates 191 Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report 191 Statutory auditor’s report to the shareholders’ meeting for the year ended 31 December 2023 - Consolidated financial statements 192 5.3 Statutory financial statements Exmar NV 199 Contents FINANCIAL REPORT 119 5.1 Annual report of the Board of Directors to the shareholders 120 FINANCIAL REPORT The Board of Directors hereby submits the combined annual report on the individual and consolidated annual accounts of EXMAR NV (the “Company”) dated December 31, 2023 in accordance with articles 3:6 and 3:32 of the Belgian Code of Companies and Associations (“BCCA”). The Company must publish its annual accounts in accordance with the stipulations of the Royal Decree dated November 14, 2007 concerning the obligations of issuers of financial instruments who are entitled to trade on the Belgian regulated market. Any elements that are applicable to the Company in accordance with the BCCA and the above-mentioned Royal Decree shall be covered in this report and in the Corporate Governance Statement. This annual report should consequently be read in conjunction with EXMAR’s 2023 report. COMMENTS ON THE CONSOLIDATED ANNUAL ACCOUNTS The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS). Below comments are based on the consolidated annual accounts prepared in accordance with IFRS, whereby the joint ventures are accounted for under the equity method. In 2023, the EXMAR Group achieved a consolidated profit of USD 72.0 million (USD 320.3 million in 2022). Revenue increased in 2023 by USD 331.7 million up to USD 487.3 million due to (i) the full year employment of the FSRU EEMSHAVEN LNG, chartered out since August 2022, (ii) higher licence and engineering revenue from projects, in particular from conversion works for TANGO FLNG and EXCALIBUR for the Marine XII project in Congo, (iii) the full year inclusion of the EXCALIBUR revenue, active since quarter four, 2022, and (iv) the rope business revenue, managed by Bexco NV, that entered into scope in November 2022. Gain on disposal amounted to USD 0.9 million in 2023, compared to USD 319.6 million in 2022, primarily the result of the sale of 100% of the shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August 2022 (USD 315.7 million). Because of the full year employment of the EEMSHAVEN LNG, engineering, procurement and conversion contract work in relation to the Marine XII project in Congo, the inclusion of Bexco NV since November 2022, and increased provisions for claims, operating expenses increased. Net financial expenses decreased from USD 23.4 million in 2022 to USD 5.1 million in 2023 and can be explained as follows: • Higher interest income of USD 10.8 million resulting from the higher on average cash position of EXMAR; • Lower interest cost compared to 2022 as previous year included an effective interest rate correction on the pressurized fleet following the early buy-out, interest cost on the NOK bond in the first 6 months of 2022 and on the Bank of China loan facility for the TANGO FLNG (repaid in August 2022); • USD 7.1 million lower amortization and banking fees. Other finance cost in 2022 included USD 7.5 million one-off amortization of the capitalized financing fees of the Bank of China and Sequoia credit facilities upon their early termination and related cancellation fees; • USD 2.5 million premium refund in 2022 resulting from the early repayment of the Bank of China facility. The share of equity accounted investees remained stable at USD 32.0 million in 2022, compared to USD 32.1 million in 2023. Vessels and barges amounted to USD 415.8 million at year-end 2023, a decrease of 22.2 million, which is mainly the depreciation charge of the year (USD 30.6 million), partially offset by capitalized dry-dock expenses (USD 4.2 million) and USD 4.5 million increase from the lifting of the early buy out options for three pressurized vessels. Investments in equity accounted investees increased by USD 28.3 million up to USD 135.4 million end 2023, primarily as a result of our share in the net result of these joint ventures and associated companies (USD 32.1 million), offset by dividends (USD 1.8 million) and interest rate swap impact on the Group’s other comprehensive income (USD 2.2m). The borrowings to equity accounted investees (both non-current and current) amounted to USD 11.6 million end 2023 and comprise the shareholder loan to our associated company Electra Offshore Ltd which was valued to its expected recoverable amount. In 2023 the other investments increased mainly as a result of the acquisition of shares in Vantage Drilling International Company, valued USD 36.2 million at year-end 2023. As a result of deeprope projects with delivery in 2024, the Group had inventories of USD 15.1 million compared to 9.2 million at year-end 2022. Current trade and other receivables increased by USD 29.6 million due to engineering, procurement and construction agreements for TANGO FLNG and EXCALIBUR in Infrastructure. The cash position on December 31, 2023 amounted to USD 176.9 million, a decrease by USD 342.6 million. The strong growth of the cash flow from operating activities, is offset by the investing in shares in drilling activity and the dividend distributions in 2023. Equity amounted to USD 482.1 million end 2023, or a decrease by USD 316.6 million primarily because of USD 72.0 million profit of the year, offset by the payment of USD 391.1 million dividends. FINANCIAL REPORT 121 End 2023, borrowings (non-current and current) amounted to USD 265.3 million (2022: USD 218.3 million). The increase of USD 47.0 million is in essence explained by the new EEMSHAVEN LNG facility (USD 96.0 million), partially offset by the repayment of pressurized facilities following the exercise of early buy out options in 2023 (USD 42.6 million). The contingent consideration liability of USD 78.0 million was at year-end 2022 reported in non-current other payables and relates to a price adjustment clause in the sales agreement with ENI. At year end 2023 it is included in current trade and other payables. COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS The statutory accounts were prepared in accordance with Belgian GAAP and accounting principles were consistently applied. These accounts will be presented for approval to the General Meeting of Shareholders on May 21, 2024. The below comments cover the main items of the statutory annual accounts: The operational loss amounted to USD -22.3 million in 2023 (2022: USD -10.8 million). Financial result decreased from USD 247.1 million in 2022 (gain) to a gain of USD 24.7 million in 2023 primarily due to dividends that were received in 2022 (USD 241.4 million) from group companies and the absence of impairment losses on intercompany loans. The statutory result for the financial year amounts to a profit of USD 2.6 million compared to a profit of USD 236.0 million in 2022. At the end of 2023, the total assets amounted to USD 457.8 million, including USD 320.3 million financial fixed asset and USD 82.6 million investments (mainly term deposits) and cash. Equity amounted to USD 356.2 million at the end of 2023 (2022: USD 680.7 million) and increased by the profit of the year of USD 2.6 million and decreased by the intermediary dividend distribution in November 2023. On October 30, 2023, the General Meeting of Shareholders approved an intermediate dividend of (gross) EUR 4.4 per share and a distribution from the available share premium of (gross) EUR 1.0 per share. The distributions had an impact of USD 327.1 million on the equity in financial year 2023. The provisions increased by USD 13.3 million and relate to various claims. Liabilities amounted to USD 88.3 million end 2023 compared to USD 175.6 million in 2022. At the General Meeting of Shareholders on May 21, 2024, the Board of Directors will propose the payment of a dividend of (gross) EUR 0.40 per share from the profit carried forward and the distribution of (gross) EUR 0.38 per share from the available share premium, and to allocate the result of the year as follows: Profit carried forward: USD 292,014,071.30 Profit of the financial year: USD 2,634,324.06 Transfer from reserves: USD 63,882,687.11 Share premium USD -61,105,958.73 Intermediary dividend USD -266,026,963.27 RESULT TO APPROPRIATE: USD 31,398,160.47 Dividend payable: USD -25,433,806.41 Transfer from reserves: USD 24,162,116.09 Share premium payable: USD -24,162,116.09 Result to carry forward: USD 5,964,354.06 RISK FACTORS As described in the Corporate Governance Statement. NON-FINANCIAL INFORMATION As described in chapter 3.1 ESG of the EXMAR 2023 report. SUPPLEMENTARY INFORMATION Research and Development As described in chapter 3.1 ESG of the EXMAR 2023 report. Employees On December 31, 2023 EXMAR’s global staff comprised 1,923 employees, including 1,514 crew at sea (2022: 1,926, including 1,508 crew at sea). Many of the crew at sea are employed on assets owned or operated by our equity accounted investees; the corresponding expenses are not included in EXMAR’s consolidated personnel or crew expenses. Acquisition or sale of treasury shares There were no such transactions in 2023. We refer to the Corporate Governance Statement. On December 31, 2023 EXMAR owned 1,956,013 own shares, representing 3.29% of the total number of shares issued, compared to 2,272,263 at year-end 2022. In 2023 317,250 share options were exercised leading to a transfer of the corresponding number of (treasury) shares Justification of the Accounting Principles The accounting principles applied during the closure of the statutory annual accounts do not differ from the accounting principles applied during the previous financial year. A summary of the accounting principles of valuation is attached to the statutory annual accounts. For the consolidated financial statements please refer to the section on valuation principles for the consolidated annual accounts. Defensive Mechanisms Described in the Corporate Governance Statement. Branch offices EXMAR NV has no branch offices. 122 FINANCIAL REPORT Stock Option Plan So far, the Board of Directors has decided on ten occasions to offer a number of employees of the EXMAR Group options on existing shares (10 plans). As of December 31, 2023 no plan is still open (we also refer to Note 27 Share based payments of the consolidated annual report). Additional activities carried out by the Statutory Auditor During the past financial year, the Statutory Auditor or companies or persons related to the Statutory Auditor, have been involved in audit related matters and has provided limited tax services for the Group. The non- audit fees did not exceed the Group audit fees. Financial instruments The long-term vision, that is typical of EXMAR’s activities, is accompanied by long-term financing and therefore EXMAR’s activities are also exposed to floating interest rates. EXMAR actively manages this exposure and if deemed appropriate could cover itself for rising interest rates for a part of its debt portfolio by means of various instruments. The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses. Application of article 7:96 of the Belgian Code of Companies and Associations Per Article 7:96 of the Belgian Code of Companies and Associations (BCCA) directors who have a conflict of interest with respect to a decision to be taken by the Board have to inform the other directors of this before the decision is taken and may not participate in the discussion and decision making. Such declaration and the nature of the conflict of interest have to be set out in the minutes, which also have to describe the nature of the Board’s decision, its financial consequences for the Company and its justification. This part of the minutes is to be included in the annual financial report. Excerpt from the minutes of the meeting of 31 March 2023. The independent directors of the Company decided, subject to their review of the prospectus, to support and recommend the bid. Messrs. Nicolas Saverys and Carl- Antoine Saverys, as well as Mrs. Stephanie Saverys declare, as representative or shareholder of Saverex, that they possibly have an interest (other than a financial interest in the sense of article 7:96 BCCA) in the decision-making by the Board. In conformity with article III.7 of the Corporate Governance Charter they do not participate in the decision-making. The Board, after due consideration, approves the resolution of the independent directors. The detailed opinion of the Board will be set forth in the response memorandum, which will be attached to the prospectus. Excerpt from the minutes of the meeting of 30 November 2023. The Nomination and Remuneration Committee discussed the 2023 bonus proposal for the group and an increase of remuneration of the CEO from 01/01/2024. The proposals are submitted to the Board for approval. Prior to the discussion the directors Nicolas Saverys, as director and shareholder of Saverex NV, Stephanie Saverys, as director and shareholder of Saverex NV, FMO BV (represented by Francis Mottrie) and Carl-Antoine Saverys, as director and shareholder of Saverex NV and in own name, inform the other directors that they have a pecuniary interest that conflicts with that of the Company, as they are, indirectly or directly, beneficiaries of proposed bonuses and, for Carl-Antoine Saverys only, proposed increase of remuneration. They will not participate in the discussion or take part in the decision-making on the recommendation of the Committee. The bonus proposal for 2023 for Saverex and the Executive Committee is based on STI-LTI, performance and overall result of the group: • €1.200.000 to Saverex • €287.500 to FMO BV (6 months) • €125.000 to Carl-Antoine Saverys (Casaver srl) (6 months) • €490.020 to the other members of the Executive Committee (6 months and for HAX BV none) The Board, on recommendation of the Audit and Risk Committee, is of the opinion that the procedure laid out in Article 7:97 BCCA is not to be applied with respect to the bonus to Saverex NV, as the value (including all transactions with respect to Saverex NV during the last 12 months) is less than 1% of the net assets of the Company on consolidated basis. An increase of the remuneration of Casaver srl (Carl- Antoine Saverys) is proposed to €350.000 per year from 2024 onwards. The Nomination and Remuneration Committee recommends to the Board to approve both proposals. The Board, having duly considered the financial impact for the Company of the proposals, is of the opinion that the bonus proposal is justified because of extraordinary work in 2023 by the beneficiaries and for retention purposes, and that the proposal to increase the remuneration of Casaver srl is justified because of the taking up of the CEO function, and in accordance with the Company’s remuneration policy. The Board decides to approve the recommendation. Significant events after balance sheet We refer to Note 37 Subsequent events of the consolidated annual report. FINANCIAL REPORT 123 OUTLOOK Shipping: Very Large Gas Carriers (VLGC) EXMAR’s LPG fuelled 88,000 m³ VLGCs FLANDERS INNOVATION and FLANDERS PIONEER are serving a long-term time-charter agreement with Equinor ASA (Norway). With the large capacity and the dual fuel LPG engine, these vessels represent the best technology available today with respect to reducing greenhouse gas emissions. The VLGC BW TOKYO performed well in the course of 2023 in the BW VLGC pool and we expect similar performance in 2024. Midsize Gas Carriers (MGC) During 2023, 50% of EXMAR’s Midsize fleet was dedicated to transporting ammonia and is expected to continue in 2024. EXMAR, which has a 50 / 50 joint venture with SEAPEAK for the Midsize fleet, continues to build on its existing loyal customer base with extensions of existing time charter contracts at profitable levels. At the beginning of 2024, 92% of EXMAR’s Midsize fleet has already been committed to these clients for 2024. Pressurized EXMAR’s pressurized fleet of 10 ships remained dedicated to well-established industrial and long- term partners, both in North-West Europe and in Asia. The time charter coverage for 2024 stands at 53%. Liquefied Natural Gas (LNG) EXCALIBUR is under a 10-year charter for the ENI Marine XII infrastructure project in Congo, to serve as floating storage unit alongside the floating liquefaction plant TANGO FLNG. Infrastructure: Floating LNG barges TANGO FLNG is a floating LNG terminal which liquefies natural gas into LNG, which is then offloaded into LNG carriers laying alongside for export to LNG-importing countries. TANGO FLNG is owned by ENI as part of the activities of the natural gas development project in the Marine XII block. EXMAR carried out refurbishment on the TANGO FLNG as engineering, procurement and conversion contractor on the Marine II project in Congo in 2023. First gas was received year end 2023 and a first LNG cargo was successfully exported in February 2024. EXMAR has been heavily involved in this project as development and implementation partner and will continue its support as operations & maintenance partner after commissioning and performance acceptance. EEMSHAVEN LNG is a regasification unit and is operating under a five-year charter in the Netherlands since August 2022. The charter for operating the floating storage and regasification unit is proceeding satisfactorily. Accommodation barges The employment of the accommodation and work barge NUNCE has confirmed the reputation of EXMAR of delivering high standard services to its customer offshore Angola, and its contract was extended until May 2024. The accommodation and work barge WARIBOKO was deployed in Congo in the second half of 2023 till mid- February 2024 and is available for new assignments since then. In March 2024 it was decided to sell the work barge WARIBOKO. Drilling EXMAR acquired a holding of 11.5% in Vantage Drilling International in October 2023. Vantage provides offshore oil and natural gas drilling services. Vantage is listed on the US OTC market. Supporting Services: Ship Management 2023 has been a very busy year especially for the infrastructure business unit of EXMAR Ship Management, following the agreements with ENI for the conversion ahead of deployment for the TANGO FLNG and EXCALIBUR and the terminal operations of EEMSHAVEN LNG, which will continue in 2024. BEXCO The outlook for 2024 is positive with strong demand expected for Bexco’s tailor-made rope solutions for offshore wind as well as for its deep-water mooring ropes. TRAVEL PLUS Although 2023 was another challenging year, the company remained on track and ended the year with positive results, a trend which is expected to continue in 2024. EXMAR Yachting EXMAR Yachting's marketing strategy continues to focus on increasing brand awareness for yacht management, flag registry services, crew payroll, and sales brokerage. This strategy has been successful, attracting new clients to EXMAR Yachting. The outlook for 2024 is positive, with increased demand for technical support and a steady growth of charter yachts under their Central Agency. Approval and discharge of the annual accounts We hereby request the General Meeting of Shareholders to approve this report for the year ending December 31, 2023 in its entirety and to appropriate the results as provided in this report. We also request the shareholders to grant discharge to the directors and Statutory Auditor for the performance of their mandate during the above- mentioned financial year. Appointments The following mandates will expire at the General Meeting of Shareholders: • Carl-Antoine Saverys, executive director • Nicolas Saverys, executive director • Stephanie Saverys, non-executive director The Board of Directors, March 25, 2024 124 FINANCIAL REPORT FINANCIAL REPORT 125 5.2 Consolidated financial statements 126 FINANCIAL REPORT Consolidated statement of financial position (In thousands of USD) Note December 31, 2023 December 31, 2022 Non-current assets 619,437 573,659 Vessels and barges 13 415,747 437,966 Other property, plant and equipment 14 15,970 14,556 Intangible assets 314 225 Right-of-use assets 15 9,661 10,910 Investments in equity accounted investees 16 135,388 107,082 Deferred tax assets 19 4,429 1,071 Other investments 20 37,928 1,849 Current assets 307,496 604,616 Derivative financial assets 550 573 Inventories 21 15,134 9,217 Trade and other receivables 22 97,384 67,089 Short term borrowings to equity accounted investees 18 11,597 7,000 Current tax assets 19 5,900 1,185 Cash and cash equivalents 23 176,930 519,553 Total assets 926,933 1,178,276 Equity 482,138 798,691 Equity attributable to owners of the Company 481,992 798,511 Share capital 24 88,812 88,812 Share premium 24 148,796 209,902 Reserves 172,412 179,480 Result for the period 71,972 320,317 Non-controlling interest 147 180 Non-current liabilities 248,862 250,370 Borrowings 26 219,831 167,548 Other Payables 0 78,000 Employee benefit obligations 28 999 1,040 Provisions 25,006 800 Deferred tax liabilities 19 3,026 2,982 Current liabilities 195,932 129,215 Borrowings 26 45,480 50,800 Trade and other payables 29 146,909 75,542 Current tax liability 19 3,544 2,873 Total liabilities 444,795 379,585 Total equity and liabilities 926,933 1,178,276 FINANCIAL REPORT 127 Consolidated statement of profit and loss and other comprehensive income (In thousands of USD) Note 2023 2022 Revenue 4 487,318 155,604 Gain on disposal 5 868 319,643 Other operating income 4,020 1,601 Operating income 492,206 476,848 Vessel expenses 6 -263,114 -60,121 Raw materials and consumables used 7 -23,279 -3,447 General and administrative expenses 8 -54,804 -39,293 Personnel expenses 9 -46,176 -32,333 Depreciations & amortisations 13/14/15 -33,956 -33,624 Impairment losses and reversals 13/18/22 2,701 4,768 Loss on disposal -82 0 Other operating expenses 10 -24,356 -25 Result from operating activities 49,140 312,773 Interest income 11 17,961 7,125 Interest expenses 11 -10,938 -21,954 Other finance income 11 1,373 9,525 Other finance expenses 11 -13,515 -18,055 Net finance result -5,120 -23,359 Result before income tax and share of result of equity accounted investees 44,020 289,414 Share of result of equity accounted investees (net of income tax) 16 32,136 32,007 Result before income tax 76,156 321,420 Income tax expense 12 -4,148 -1,072 Result for the period 72,007 320,348 Attributable to: Non-controlling interest 36 30 Owners of the Company 71,972 320,317 Result for the period 72,007 320,348 Basic earnings per share (in USD) 1.25 5.60 Diluted earnings per share (in USD) 1.25 5.60 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Result for the period 72,007 320,348 Items that are or may be reclassified subsequently to profit or loss: Equity accounted investees - share in other comprehensive income 16 -2,098 1,943 Foreign currency translation differences 1,572 580 Other 211 -202 Items that will never be reclassified to profit and loss: Employee benefits - remeasurements of defined benefit liability/assets 28 -456 -706 Total other comprehensive income for the period (net of tax) -771 1,615 Total comprehensive income for the period 71,237 321,963 Attributable to: Non-controlling interest -33 37 Owners of the Company 71,270 321,926 128 FINANCIAL REPORT Consolidated statement of cash flows 12 months ended 31 December, (In thousands of USD) Note 2023 2022 Result for the period 72,007 320,348 Share of result of equity accounted investees (net of income tax) 16 -32,136 -32,007 Depreciations & amortisations 13/14/15 33,956 33,624 Impairment losses and reversals 13/18/22 -2,701 -4,768 Net finance result 11 5,120 23,359 Income tax expense/ (income) 12 4,148 1,072 Net (gain)/ loss on sale of assets 5 -868 -319,643 Other non-cash items 20/26 0 -1,193 Increase/(decrease) in provisions and employee benefits 23,671 -361 Realized foreign currency gains (losses) 11 -7,257 -3,357 Gross cash flow from operating activities 95,941 17,075 (Increase)/decrease of inventories -5,457 2,268 (Increase)/decrease of trade and other receivables -32,146 -6,488 Increase/(decrease) of trade and other payables 29 -1,713 27,512 Cash generated from operating activities 56,626 40,368 Interest paid -9,928 -18,483 Interest received 16,427 5,411 Income taxes paid -11,267 -1,311 NET CASH FROM OPERATING ACTIVITIES 51,858 25,985 Acquisition of vessels and vessels under construction 13 -4,218 -19,867 Acquisition of other property plant and equipment 14 -2,152 -554 Acquisition of intangible assets -112 -51 Proceeds from the sale of vessels and other property, plant and equipment 278 13,722 Dividends from equity accounted investees 16 1,772 2,079 Other dividends received 11 19 18 Proceeds from the sale of a subsidiary, net of cash disposed off -1,173 646,599 Acquisition of subsidiaries, net of cash acquired 0 -9,169 Acquisition of an asset through an other asset deal, net of cash acquired 0 -4,698 Other investment increase (decrease) 20 -39,132 0 Borrowings to equity accounted investees 18 -996 -41,085 Repayments from equity accounted investees 18 0 52,260 NET CASH FROM INVESTING ACTIVITIES -45,713 639,253 Dividend paid 24 -391,089 -59,646 Proceeds from new borrowings 26 102,132 50,014 Repayment of borrowings 26 -58,389 -279,818 Repayment of lease liabilities IFRS 16 (principal portion) 26 -2,283 -1,476 Payment of debt transaction costs & banking fees -2,664 -2,577 Proceeds from exercising share option plans 3,299 0 Release restricted cash 23 0 76,121 NET CASH FROM FINANCING ACTIVITIES -348,994 -217,383 NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS -342,849 447,856 Net cash and cash equivalents at 1 January 23 519,553 71,130 Net increase/(decrease) in cash and cash equivalents -342,849 447,856 Exchange rate fluctuations on cash and cash equivalents 226 568 NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER 23 176,930 519,553 FINANCIAL REPORT 129 Consolidated statement of changes in equity (In thousands of USD) Note Share capital Share premium Retained earnings Reserve for treasury shares Translation reserve Hedging reserve Share- based payments reserve Total Non- controlling interest Total equity Opening equity as previously reported per January 1, 2023 88,812 209,902 542,676 -44,349 -2,760 3,010 1,221 798,511 180 798,691 Comprehensive result for the period Result for the period 71,972 71,972 36 72,007 Foreign currency translation differences 24 1,641 1,641 -69 1,572 Foreign currency translation differences - share equity accounted investees 16 57 57 57 Employee benefits - remeasurement net defined benefit obligations 28 -456 -456 -456 Other 211 211 211 Net change in fair value of cash flow hedges - share equity accounted investees 16 -2,155 -2,155 -2,155 Total other comprehensive result 0 0 -245 0 1,698 -2,155 0 -702 -69 -771 Total comprehensive income for the period 0 0 71,727 0 1,698 -2,155 0 71,270 -33 71,237 Transactions with owners of the Company Dividends declared 24 -61,106 -329,983 -391,089 0 -391,089 Share-based payments -1,669 6,189 -1,221 3,299 3,299 Total transactions with owners of the Company 0 -61,106 -331,653 6,189 0 0 -1,221 -387,790 0 -387,790 Closing equity per December 31, 2023 88,812 148,796 282,751 -38,160 -1,062 855 0 481,991 147 482,138 130 FINANCIAL REPORT (In thousands of USD) Note Share capital Share premium Retained earnings Reserve for treasury shares Translation reserve Hedging reserve Share- based payments reserve Total Non- controlling interest Total equity Opening equity as previously reported per January 1, 2022 88,812 209,902 282,048 -44,349 -3,028 761 2,086 536,231 271 536,502 Comprehensive result for the period Result for the period 320,317 320,317 30 320,348 Foreign currency translation differences 24 573 573 7 580 Foreign currency translation differences - share equity accounted investees 16 -305 -305 -305 Employee benefits - remeasurement net defined benefit obligations 28 -706 -706 -706 Other -202 -202 -202 Net change in fair value of cash flow hedges - share equity accounted investees 16 2,249 2,249 2,249 Total other comprehensive result 0 0 -908 0 268 2,249 0 1,608 7 1,615 Total comprehensive income for the period 0 0 319,409 0 268 2,249 0 321,926 37 321,963 Transactions with owners of the Company Dividends declared 24 -59,646 -59,646 -128 -59,775 Share-based payments 865 -865 0 0 Total transactions with owners of the Company 0 0 -58,781 0 0 0 -865 -59,646 -128 -59,775 Closing equity per December 31, 2022 88,812 209,902 542,676 -44,349 -2,760 3,010 1,221 798,511 180 798,691 FINANCIAL REPORT 131 Note 1 - Accounting policies A. Reporting entity EXMAR NV (“the Company”) is a company domiciled in Belgium whose shares are publicly traded (Euronext – EXM). The consolidated financial statements of the Group comprise the Company, its subsidiaries, and the Group’s interest in associates and joint arrangements (referred to as the “Group”). The Group is active in the industrial shipping business. B. Basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU on December 31, 2023. The accounting policies adopted in preparing the 2023 consolidated financial statements are consistent with those applied in the previous financial year, except for the items below. New and amended standards and interpretations, effective in 2023 The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2023: • IFRS 17 Insurance Contracts; • Amendments to IFRS 17 Initial Application of IFRS 17 and IFRS 9 – Comparative Information • Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies; • Amendments to IAS 8 Definition of Accounting Estimates; • Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction; • Amendments to IAS 12 International Tax Reform – Pillar Two Model Rules (effective immediately). The Group believes that these have little or no impact on its consolidated financial statements. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. Standards issued but not yet effective A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2023 and have not been applied in preparing these consolidated financial statements. The following new or amended standards or interpretations, that are not yet applicable for the annual period beginning on 1 January 2024, are not expected to have a significant impact on the Group’s consolidated financial statements: • Amendments to IAS 1 Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants; • Amendments to IFRS 16 Lease Liability in a Sale and Leaseback; • Amendments to IAS 7 and IFRS 7 Disclosures: Supplier Finance Arrangements; • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability. The consolidated financial statements were approved and were authorised for issue by the Board of Directors on March 25, 2024. C. Basis of measurement and presentation The consolidated financial statements are presented in thousands of USD, which is also the functional currency of the parent company. The Financial Services and Markets Authority (FSMA) approved the use of the USD as reporting currency by letter of July 2, 2003 as the majority of the Group’s shipping activities and related financing are expressed in USD. All values are rounded to the nearest thousand. The financial statements are prepared on the historical cost basis except for the following material assets and liabilities that have been measured on an alternative basis on each reporting date: derivative financial instruments, equity securities at FVTPL and the net defined benefit liability. Assets held for sale are stated at the lower of carrying amount and fair value less cost to sell. 132 FINANCIAL REPORT D. Use of judgements and estimates The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses, the accompanying disclosures and the disclosure of contingent liability. The estimates and related assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods, if the revision affects both current and future periods. JUDGEMENTS In the process of applying the Group’s accounting policies, management has made the following judgements, which have a significant impact on the amounts reported in the consolidated financial statements: Assessment of exercising purchase options Determining whether EXMAR will exercise purchase options on financed assets requires judgment and impacts the useful life of the related assets. All facts and circumstances relevant to the assessment are considered. Specifically, for the pressurized fleet, management has made the assumption that the purchase options for three vessels will be exercised before or at the end of the respective financing agreements. ESTIMATES AND ASSUMPTIONS The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond control of the Group. Such changes are reflected in the assumptions when they occur. Impairment of vessels and barges The Group reviews the carrying amount of each vessel for potential impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of a specific vessel may not be fully recoverable. The recoverable amount is the highest of the fair value less cost to sell and the value in use. The fair value less cost to sell is determined based upon independent valuation reports. The Group engages two independent valuation specialists to assess fair values at reporting date. The carrying values of the vessels may not represent the fair market value 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 new buildings. Historically, both charter rates and vessel values tend to be cyclical. The value in use is based upon future cash flows discounted to their present value. In developing estimates of future cash flows, management makes assumptions about expected operation date (in case of temporarily unemployed vessels), future charter rates, ship operating expenses, the estimated remaining useful lives of the fleet and the WACC. These assumptions are based on historical trends as well as future expectations. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. We refer to Note 13 Vessels and barges for additional information on the assumptions applied at year-end. Climate change and sustainability related developments Climate related matters and measures such as the introduction of emission reduction legislation may have a significant impact on the EXMAR business and its customers. EXMAR is closely monitoring current developments and measures related to climate change and sustainability (see also section 3.1. ESG of this annual report) and believes these currently do not result in fundamentally changed expectations regarding useful lives or recoverability of our fleet. In the sensitivity analysis of the annual impairment test of vessels and barges, the age and emission rating of each particular asset was considered. FINANCIAL REPORT 133 E. Material accounting policies a. Basis of consolidation Subsidiaries Subsidiaries are those entities controlled by 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. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-Group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-Group transactions are eliminated in full. Loss of control Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, and non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit and loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date the control is lost. Interests in equity-accounted investees The Group’s interest in equity accounted investees comprises interests in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Investments in associates and joint ventures are accounted for using the equity method and are recognised initially at cost. The cost of the investment includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity accounted investees, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investee. In such case the negative investment in equity accounted investees is deducted from other components of the investor’s interest in the equity accounted investee (borrowings to equity accounted investees). If the negative investment in equity accounted investees exceeds the investor’s interest, a liability is recognized for the net amount. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. b. Foreign currency Functional currency Each entity prepares its individual financial statements in the currency of the primary economic environment in which the entity operates (i.e. the functional currency). Several European and Hong Kong based entities have the USD as functional currency as the majority of their cash flows are expressed in USD. Transactions and balances In preparing the individual financial statements, transactions in currencies other than the entities’ functional currency are recorded at the exchange rate applicable at the date of the transaction. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency spot exchange rates at that date. The non-monetary assets and liabilities that are measured in terms of historical cost are translated to the functional currency at the exchange rate at the date of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit or loss statement, except for (i) qualified cash flow hedges to the extent that the hedges are effective, and (ii) monetary items that are designated as part of the hedge of the Group’s net investment in a foreign operation, which are recognised in other comprehensive income. Upon disposal of the hedge and or net investment, the cumulative amount is reclassified to profit or loss. 134 FINANCIAL REPORT Consolidation of foreign operations On consolidation, assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD – the group reporting currency - using the closing rate at reporting date. The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the transaction (the average exchange rate during the relevant period is used in case the date of transaction approximates this average rate). Foreign currency translation differences are recognized directly in other comprehensive income. These foreign currency differences are presented within the “Translation reserve” caption. However, if the operation is a non- wholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit and loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit and loss. The main exchange rates used are: Closing rates Average rates EXCHANGE RATES December 31, 2023 December 31, 2022 For the twelve months ended December 31, 2023 December 31, 2022 EUR 0.9050 0.9376 0.9262 0.9474 GBP 0.7865 0.8315 0.8061 0.8062 HKD 7.8112 7.7970 7.8303 7.8309 NOK 10.1724 9.8573 10.5693 9.5392 XAF 593.6263 615.0062 607.5645 621.5040 ARS 808.4690 177.1165 264.5558 126.5182 KRW 1,297.4298 1,259.4458 1,308.7724 1,283.6970 c. Financial instruments Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. Financial assets All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace. Debt instruments that meet the following conditions are measured subsequently at amortised cost (see (i) below): • The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI) (see (ii) below): • The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL). FINANCIAL REPORT 135 Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset: • The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met (see (iii) below); and • The Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (see (iv) below). All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets: Financial assets at amortised costs: These assets are subsequently measured at amortised costs using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss. Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income is calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss. Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However, see section derivative financial instruments and hedge accounting for derivatives designated as hedging instruments. Derecognition of financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control over the financial asset. Financial liabilities Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a 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 recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. See section “Derivative financial instruments and hedge accounting” for derivatives designated as hedging instruments. Derecognition of financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. When an existing loan is replaced by another from the same lender on substantially different terms, or the terms of the existing loans are substantially modified, such an exchange or modification is treated as a derecognition of the original loan and the recognition of a new loan (at fair value). The difference in the respective carrying value is recognized in the statement of profit and loss. 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 recognised in profit or loss. Offsetting Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of tax effects. When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs net of tax, is recognised 136 FINANCIAL REPORT as a deduction from equity. When treasury shares are sold, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented in retained earnings. Derivative financial instruments & hedge accounting The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met. Derivatives are recognised initially at fair value at the date a derivative contract is entered into. Subsequent to initial recognition, derivatives are recognized at fair value and changes therein are generally recognized in profit and loss. The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and certain derivatives and non-derivative financial liabilities as hedges of foreign exchange risk of a net investment in a foreign operation. At inception of designated hedge relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedged instrument, including whether the changes in cash flow of the hedged item and hedging instrument are expected to offset each other. Cash flow hedges When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. The amount accumulated in the hedging reserve and the cost of the hedging reserve is reclassified to profit or loss in the same period or periods during which the hedge expected future cash flows affect profit or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, any gain or loss recognised in other comprehensive income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is immediately reclassified to profit or loss. d. Intangible assets Research and development Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred. Other intangible assets Other intangible assets (e.g. software,…) acquired by the Group that have finite useful lives are measured at cost less accumulated amortisations and accumulated impairment losses. The amortisation is recognized in the profit or loss statement, and is spread over the useful life of the relevant intangible assets following the straight-line depreciation method. The amortization starts from the date that they are available for use. Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Intangible assets with an indefinite useful life or that are not yet available for use, are subject to an annual impairment test. Subsequent expenditure Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific assets to which it relates. All other expenditure is recognized in profit or loss as incurred. e. Property, plant and equipment Owned assets Items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset and to bringing the asset to the location and condition necessary for its intended use. The FINANCIAL REPORT 137 cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use and capitalized borrowing costs. Subsequent expenses associated with items of property, plant and equipment are capitalised only if a future economic advantage will result from this expenditure and its cost can be measured reliably. If a part of an item of property, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or loss statement as incurred. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value and is recognized in profit or loss. Vessels, barges or units in the construction process are separately classified on the balance sheet as assets under construction. These assets under construction are not depreciated, depreciation starts at the moment that the vessels are delivered. As from the moment of delivery, the vessels are no longer classified as under construction. The business model of the Group aims to rent or operate the constructed assets. The vessels are depreciated on a straight-line basis to their residual value over their estimated useful life (as from construction date) in the Group as follows: Gas vessel LPG pressurized (1) 20 years Gas vessel LPG 30 years Gas vessel VLGC 30 years Gas vessel LNG 35 years LNG units 30 years Accommodation platform, newbuild: - Hull machinery & deck outfitting 20 years - Accommodation 10 years Accommodation platform, second hand 10-12 years 1. In June 2016, EXMAR increased its share in the pressurized fleet from 50% to 100% and applied IFRS 3 Business combinations to account for this. The vessels were at that date accounted for at fair value and are being depreciated over their remaining useful life, which was 30 years as from construction date, or on average a remaining term of 23 years. In 2020, management re-assessed the useful life and reduced it from 30 to 20 years (as from construction date), or an average remaining useful life of 10 years as from January 1, 2020. Vessels and barges are estimated to have a zero residual value. Dry-docking expenses are capitalised when they occur and depreciated over a period until the next dry-dock. Other property, plant and equipment are depreciated over their estimated useful life using the straight-line depreciation method. Land is not depreciated. The estimated useful lives of the various other types of assets are as follows: Buildings 33.3 years Leased real estate 33.3 years Plant and equipment 5 years Furniture 10 years Cars 5 years Airplane 10 years IT equipment 3 years f. Impairment of assets Financial assets Financial assets measured at amortised cost, except current trade receivables, are assessed each reporting date to determine whether the credit risk of a financial asset has increased significantly since initial recognition. The Group recognises a loss allowance for expected credit losses (ECL’s) which is based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, 138 FINANCIAL REPORT discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are an integral part of the contract terms. In determining the credit risk of a financial asset and when estimating the ECL’s, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information. For current trade receivables, the Group applies the simplified approach permitted by IFRS 9 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of the receivables. The amount of the allowance is deducted from the carrying amount of the asset. Equity accounted investees After application of the equity method, the entity determines whether it is necessary to recognise an impairment loss with respect to its net investment in the associate or joint venture. An impairment loss in respect of an equity accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit and loss and is reversed when there is a favourable change in the estimates used to determine the recoverable amount. Non-financial assets The carrying value of non-financial assets, other than deferred tax assets, are reviewed at each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use the recoverable amount is estimated on each balance sheet date. The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash- generating units that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. All impairment losses are recognised in the profit or loss statement. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. g. 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 the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. 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 assets not in the measurement scope of IFRS 5, which continue to be measured in accordance with the Group’s other accounting policies. Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of equity accounted investees ceases once classified as held for sale or distribution. h. Inventories Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for, as follows: • Raw materials and good purchased for resale: purchase cost on a first-in/first-out basis; • Work in progress and finished goods: cost of direct material and labor and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs. FINANCIAL REPORT 139 Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs of completing the sale. Write-offs on inventories are applied on slow-moving items. The calculation of the allowance is based on consistently applied write-off rules, which depend on both historical and future demand. i. Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit or loss statement as the related service is provided. Defined benefit plans The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; discounting that amount and deducting the fair value of any plan assets. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of a any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Belgian defined contribution plans with return guaranteed by law Belgian defined contribution plans are subject to the Law of April 28, 2003 on occupational pensions (hereafter ‘the WAP’). According to article 24 of this Law, the employer has to guarantee an average minimum return of 3.75% on employee contributions and of 3.25% on employer contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of a defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method. Termination benefits Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value. Short-term employee benefit Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably. Share-based payment transactions The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding 140 FINANCIAL REPORT increase in equity, over the period that the employees unconditionally become entitled to the options. The amounts recognised as an expense is adjusted to reflect the actual number of options for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at vesting date. j. Provisions A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as result of a past event, that can be estimated reliably and it is probable that an outflow of benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Restructuring provisions Provisions for restructuring are recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for. Onerous contracts A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is recorded, the Group recognises any impairment loss on the assets associated with that contract. k. Income Charter revenue The company and/ or its joint ventures generate revenues from charterers for the use of its assets. Assets are chartered using voyage/spot, time or bareboat charters and pool revenue: • Voyage/spot charters: Voyage revenue is recognized over time of spot charters on a load-to-discharge basis. Progress is determined on time elapsed. Voyage expenses are expensed as occurred. When our vessels cannot start or continue performing its obligation due to other factors, such as port delays, a demurrage is calculated. The applicable demurrage rate is stipulated in the contract. As demurrage is often a commercial discussion between EXMAR and the charterer, the outcome and total compensation receivable for the delay is not always certain. As such, EXMAR 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. • Time- and Bareboat charters: As a lessor, the Group leases out some of its vessels under time – and bareboat charters (see also l) Leases). For time or bareboat charters, a contract is entered into for the use of an asset for a specific period of time at a contractual agreed daily or monthly rate. Revenue from time or bareboat charters are accounted for as operating leases and are recognised over the duration as service is performed. • Pool revenue: Aggregated revenue recognized on a daily basis from vessels operating on voyage or time charter and contract of affreightment (“COA”) within the pool is converted into an aggregated net revenue amount by extracting aggregated voyage expenses (such as fuel consumption, port charges,..) from gross revenue. This net revenue is used to determine the pool Time Charter Equivalent revenue (“TCE”). Aggregate TCE revenue is used to allocate revenue to the pool partners in accordance with the allocated pool points earned for each vessel. Pool points are determined taking into account the following parameters: intake (= capacity of the vessel), speed, fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pool is equal to the pool point rating of each vessel multiplied by time on hire, as reported by the pool manager. Revenue from these floating time charter agreements under which vessels are employed by the pool is accounted for under IFRS 15 Revenue from contracts with customers. Revenue from services rendered Revenue from services such as ship management, engineering and technical assistance services are recognised in the profit or loss statement over time as the services are provided. The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs (recurring services). Invoices and related payment terms depend on individual contractual terms. FINANCIAL REPORT 141 License income Revenue from the licensing of access to EXMAR’s intellectual property is in general recognised over time together with the underlying services rendered based on time and material spent. In case the license revenue is considered distinct and distinct within the context of the contract, this revenue will be recognized at the point in time when EXMAR satisfies the performance obligation and control is transferred to the customer. Gain on sale of assets Gain on the sale of assets (vessels and barges) is recognized in the profit or loss statement when control of the goods underlying the particular performance obligation is transferred to the customer, which in general is at the moment of delivery of the vessel or barge to the customer. Invoices and related payment terms depend on individual contractual terms. Revenue from sale of goods Contracts with customers to sell goods have only one performance obligation. Revenue recognition occurs at a point in time when control of the asset is transferred to the customer, in general upon the delivery of goods. Manufacturing project revenue For revenue out of manufacturing projects, the percentage of completion method is used, provided that the outcome of the project can be assessed with reasonable certainty. Commissions if the Group acts in the capacity of an agent rather than as a principal in the transaction, then the revenue recognised is the net amount of commission realized by the Group. l. Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. As a lessee At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand- alone prices. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently 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 same basis as those of property and equipment. 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 Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: • Fixed payments, including in-substance fixed payments; • Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • Amounts expected to be payable under a residual value guarantee; and • The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. 142 FINANCIAL REPORT The lease liability is measured at amortised 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 amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. 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 profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets separately on the face of the balance sheet and lease liabilities in “Loans and borrowings” in the statement of financial position. Short-term leases and leases of low-value assets The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. As a lessor At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an 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 an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of “Revenue”. m. Finance income and expenses Finance income consists of interests received, dividend income, gains on the disposal of equity securities at FVTPL, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss and exchange rate gains. Interest income is recognised in the profit or loss statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the profit or loss statement on the date that the dividend is declared. Finance expenses consist of interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, exchange rate losses and losses on hedging instruments that are recognised in profit or loss. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis per currency as either other finance income or finance expense. n. Taxes Income tax expense consists of current and deferred taxes. Current and deferred tax is recognised in the profit or loss statement, except to the extent it relates to a business combination, or when they relate to items that are recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit, and differences relating to FINANCIAL REPORT 143 investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of reversal and it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reduced when it is no longer probable that the related tax benefits will be realized. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become probable that future taxable profits will be available against which they can be used. Deferred tax assets and liabilities are offset only if certain conditions are met. 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 profit or loss statement but is shown under other operating expenses. o. Segment reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by management to make decisions about resources to be allocated to the segment and assess its performance. The result for each segment includes all income and expenses generated directly by this segment, as well as part of the income and expenses that can reasonably be allocated to this segment. The assets and liabilities allocated to a segment include as a minimum the assets and liabilities which are periodically reported to the Chief operating decision maker, being the Group’s CEO and the Executive Committee. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets. p. Earnings per share The Group presents basic and diluted earnings per share for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for treasury shares held. Diluted earnings per share is determined by adjusting the profit and loss attributable to ordinary shareholders and the weighted average of ordinary shares outstanding, adjusted for treasury shares held and for the effects of all dilutive potential ordinary shares such as share options granted to employees. 144 FINANCIAL REPORT Note 2 - Segment reporting In respect of joint ventures, the company continues to manage its operations based on internal management reports applying the principles of the proportionate consolidation method. The reconciliation of the segment reporting to the consolidated statement of financial position and the consolidated statement of profit or loss is presented in Note 3 Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements, no other differences exist. The Group has three reportable segments. The Group’s operating segments reflect the level at which the Group’s CEO and the Executive Committee review the business and make decisions about the allocation of resources and other operating matters. These segments offer different products and services and are managed separately. • The activities in the Shipping segment include the transportation of liquefied gas products such as Liquid Natural Gas (LNG), Liquid Petroleum Gas (LPG), ammonia and petrochemical gases. • The Infrastructure segment provides innovative floating infrastructure solutions to the oil & gas industry both by making use of its asset portfolio and through developing new assets for near-shore and offshore production, processing, storage or other ancillary services. • The segment Supporting services includes the specialised supporting services such as ship management services, travel services and manufacturing activities. The company’s internal and management structure does not distinguish any geographical information (non-current assets and revenue per major country) as the company’s fleet is operated on a worldwide basis. The intra-segment revenue mainly relates to management, supervision and crew services provided between segments. Major shipping client Equinor (ex-Statoil) and Saudi Arabian Mining Company represented 21.0% (2022: 24.6%) and 12.6% (2022: 12.4%) of the revenue of the Shipping segment and 5.2% (2022: 14.4%) and 3.1% (2022: 7.2%) of the EXMAR Group revenue in 2023. The remaining part of the Shipping revenue is divided between 13 different customers. Export LNG Limited, ENI Congo and Gasunie represented 52.1% (2022: 0.0%), 23.4% (2022: 0.0%) and 9.2% (2022: 15.8%) of the revenue of the Infrastructure segment. These three companies represented 33.6% (2022: 0.0%), 15.1% (2022: 0.0%) and 5.9% (2022: 9.3%) of the EXMAR Group revenue in 2023. In 2022, Hyundai Heavy Industries Korea contributed 29.1% to the infrastructure segment and 6.4% of the EXMAR Group revenue. The percentages mentioned are calculated excluding settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2023. FINANCIAL REPORT 145 SEGMENT REPORTING 2023 (In thousands of USD) Shipping Infrastucture Supporting services Eliminations Total CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the year ended December 31, 2023 Revenue third party 143,658 372,696 61,136 0 577,490 Revenue intra-segment 187 1,183 9,948 -11,318 0 Royalty income 0 800 0 0 800 Total revenue 143,845 374,678 71,084 -11,318 578,289 Gain on disposal 6,594 6 836 0 7,436 Other operating income 677 1,908 1,435 0 4,020 Operating income 151,117 376,592 73,355 -11,318 589,746 Operating result before depreciations, amortisations & impairment losses (EBITDA) 82,330 75,746 -3,559 0 154,517 Depreciations and amortisations -48,002 -11,823 -2,456 0 -62,281 Impairment losses and reversals 0 2,669 32 0 2,701 Loss on disposal 0 0 -82 0 -82 Operating result (EBIT) 34,328 66,593 -6,065 0 94,855 Interest income (non-intra-segment) 4,357 1,725 16,127 0 22,209 Interest income intra-segment 1,469 1,528 14,744 -17,741 0 Interest expenses (non-intra-segment) -27,407 -662 -368 0 -28,437 Interest expenses intra-segment -7,127 -9,017 -1,597 17,741 0 Other finance income 264 -2,532 894 0 -1,374 Other finance expenses -676 -1,391 -8,966 0 -11,033 Share of result of equity accounted investees (net of income tax) 0 0 199 0 199 Income tax expense -1,919 -182 -2,310 0 -4,411 Segment result for the period 3,288 56,061 12,658 0 72,007 Attributable to: Non-controlling interest 36 Owners of the Company 71,971 146 FINANCIAL REPORT (In thousands of USD) Shipping Infrastucture Supporting services Eliminations Total CONSOLIDATED STATEMENT OF FINANCIAL POSITION December 31, 2023 Assets Vessels and barges 489,002 203,234 0 692,236 Other property, plant and equipment 134 655 15,182 15,970 Intangible assets 0 13 301 314 Right-of-use assets 32,168 1,950 7,225 41,343 Investments in equity accounted investees 0 0 612 611 Borrowings to equity accounted investees 0 47,801 1,725 49,525 Loan receivables intra-segment 45,034 58,694 452,813 -556,542 0 Inventories 0 0 15,134 15,134 Restricted cash 1,857 0 0 1,857 Cash and cash equivalents 49,616 118,128 72,208 239,952 Total segment assets 617,811 430,475 565,199 -556,542 1,056,943 Unallocated other investments 0 550 Unallocated trade and other receivables 0 107,043 Trade and other receivables intra-segment 12,543 2,835 23,260 -38,638 0 Other unallocated assets 11,239 Total assets -595,180 1,175,776 Liabilities Non-current borrowings 324,488 82,734 6,096 413,317 Current borrowings 58,838 14,242 7,554 80,634 Borrowings intra-segment 49,892 71,372 435,278 -556,542 0 Other payables 36 -40 10 7 Non-current provisions 2,397 11,638 13,368 27,403 Total segment liabilities 435,651 179,946 462,306 -556,542 521,361 Unallocated equity 0 482,138 Unallocated trade and other payables 0 164,492 Trade and other payables intra-segment 7,346 22,660 8,632 -38,638 0 Unallocated other liabilities 0 7,785 Total equity and liabilities -595,180 1,175,776 CASH FLOW STATEMENT Cash from operating activities 74,381 59,350 -17,698 116,033 Cash from investing activities 13,829 -44,671 -2,851 -33,692 Cash from financing activities -91,118 85,161 -384,093 -390,050 Exchange rate fluctuations 224 Total cash flow -2,908 99,840 -404,641 -307,485 Additional information Capital expenditures -32,864 -3,240 -1,901 -38,005 Proceeds from disposals 46,693 191 62 46,946 FINANCIAL REPORT 147 SEGMENT REPORTING 2022 (In thousands of USD) Shipping Infrastucture Supporting services Eliminations Total CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the year ended December 31, 2022 Revenue third party 139,882 76,099 23,026 0 239,007 Revenue intra-segment 1,530 39 7,928 -9,497 0 Royalty income 0 4,320 0 0 4,320 Total revenue 141,412 80,458 30,954 -9,497 243,328 Gain on disposal 385 315,659 3,489 0 319,533 Other operating income 3,239 1,193 264 -9 4,688 Operating income 145,036 397,311 34,706 -9,505 567,549 Operating result before depreciations, amortisations & impairment losses (EBITDA) 81,627 323,130 -3,080 0 401,676 Depreciations and amortisations -47,859 -13,256 -1,233 0 -62,347 Impairment losses and reversals 8,975 4,859 -91 0 13,743 Operating result (EBIT) 42,743 314,733 -4,404 0 353,072 Interest income (non-intra-segment) 83 2,626 3,942 0 6,651 Interest income intra-segment 453 515 12,556 -13,525 0 Interest expenses (non-intra-segment) -25,603 -6,575 -306 0 -32,484 Interest expenses intra-segment -2,105 -10,905 -515 13,525 0 Other finance income 5,040 4,613 4,150 -1,000 12,803 Other finance expenses -2,862 -9,636 -7,388 1,000 -18,885 Share of result of equity accounted investees (net of income tax) 0 0 269 0 269 Income tax expense -919 1,007 -1,167 0 -1,079 Segment result for the period 16,831 296,378 7,139 0 320,348 Attributable to: Non-controlling interest 30 Attributable to owners of the Company 320,318 148 FINANCIAL REPORT (In thousands of USD) Shipping Infrastucture Supporting services Eliminations Total CONSOLIDATED STATEMENT OF FINANCIAL POSITION December 31, 2022 Assets Vessels and barges 507,669 211,930 0 0 719,599 Other property, plant and equipment 40 400 14,116 14,556 Intangible assets 0 19 206 225 Right-of-use assets 11,696 2,442 7,812 21,949 Investments in equity accounted investees 0 0 449 449 Borrowings to equity accounted investees 0 7,000 0 7,000 Loan receivables intra-segment 76,872 58,153 416,458 -551,483 0 Inventories 0 0 9,217 9,217 Restricted cash 1,778 0 0 1,778 Cash and cash equivalents 28,872 32,600 485,965 547,437 Assets held for sale 9,988 0 0 9,988 Total segment assets 636,915 312,544 934,222 -551,483 1,332,198 Unallocated other investments 5,432 Unallocated trade and other receivables 81,375 Trade and other receivables intra-segment 7,123 10,035 36,117 -53,275 0 Other unallocated assets 2,256 Total assets -604,758 1,421,260 Liabilities Non-current borrowings 330,718 2,026 6,541 339,284 Current borrowings 92,909 10,465 1,386 104,759 Borrowings intra-segment 262,919 167,310 121,254 -551,483 0 Other payables 0 78,000 0 78,000 Non-current provisions 2,347 0 800 3,147 Total segment liabilities 688,892 257,801 129,980 -551,483 525,190 Unallocated equity 0 798,689 Unallocated trade and other payables 0 90,478 Trade and other payables intra-segment 22,243 21,035 535,735 -53,275 0 Unallocated other liabilities 0 6,903 Total equity and liabilities -604,758 1,421,260 CASH FLOW STATEMENT Cash from operating activities -20,686 -116,164 204,797 67,947 Cash from investing activities 2,578 619,892 -8,961 613,509 Cash from financing activities 11,121 -482,042 229,261 -241,660 Exchange rate fluctuations 568 Total cash flow -6,988 21,685 425,098 0 440,364 Additional information Capital expenditures -21,778 -9,693 -317 -31,788 Proceeds from disposals 24,356 718 9 25,083 FINANCIAL REPORT 149 Note 3 - Reconciliation segment reporting The financial information of each operating segment is reviewed by management using the proportionate consolidation method. The below tables reconcile the financial information as reported in the consolidated statement of financial position and the interim condensed consolidated statement of profit or loss (using the equity consolidation method as required under IFRS 11) with the financial information disclosed in Note 2 Segment reporting (using the proportionate consolidation method). RECONCILIATION SEGMENT REPORTING 2023 (In thousands of USD) Proportionate consolidation Difference Equity consolidation For the year ended December 31, 2023 Revenue 578,289 -90,971 487,318 Gain on disposal 7,436 -6,569 868 Other operating income 4,020 0 4,020 Vessel expenses -286,415 23,301 -263,114 Raw materials and consumables used -23,279 0 -23,279 General and administrative expenses -54,953 148 -54,804 Personnel expenses -46,176 0 -46,176 Depreciations and amortisations -62,281 28,325 -33,956 Impairment losses and reversals 2,701 0 2,701 Loss on disposal -82 0 -82 Other operating expenses -24,407 51 -24,356 Result from operating activities 94,855 -45,715 49,140 Interest income 22,209 -4,248 17,961 Interest expenses -28,437 17,498 -10,938 Other finance income -1,374 2,747 1,373 Other finance expenses -11,033 -2,482 -13,515 Result before income tax and share of result of equity accounted investees 76,219 -32,199 44,020 Share of result of equity accounted investees (net of income tax) 199 31,937 32,136 Income tax expense -4,411 263 -4,148 Result for the period 72,007 0 72,007 150 FINANCIAL REPORT (In thousands of USD) Proportionate consolidation Difference Equity consolidation For the year ended December 31, 2023 Vessels and barges 692,236 -276,489 415,747 Other property, plant and equipment 15,970 0 15,970 Intangible assets 314 0 314 Right-of-use assets 41,343 -31,682 9,661 Investments in equity accounted investees 611 134,777 135,388 Derivative financial asset 911 -911 0 Deferred tax assets 4,429 0 4,429 Other investments 37,928 0 37,928 Non-current assets 793,743 -174,306 619,437 Derivative financial asset 550 0 550 Inventories 15,134 0 15,134 Trade and other receivables 107,043 -9,659 97,384 Borrowings to equity accounted investees 11,597 0 11,597 Current tax assets 5,899 1 5,900 Restricted cash 1,857 -1,857 0 Cash and cash equivalents 239,952 -63,022 176,930 Current assets 382,033 -74,537 307,496 Total assets 1,175,776 -248,843 926,933 Equity 482,138 0 482,138 Borrowings 413,317 -193,486 219,831 Other payables 7 -7 0 Employee benefits 999 0 999 Non-current provisions 27,403 -2,397 25,006 Deferred tax liabilities 3,026 0 3,026 Non-current liabilities 444,752 -195,889 248,862 Borrowings 80,634 -35,154 45,480 Trade and other payables 164,492 -17,583 146,909 Current tax liability 3,760 -217 3,544 Current liabilities 248,886 -52,954 195,932 Total equity and liabilities 1,175,776 -248,843 926,933 FINANCIAL REPORT 151 RECONCILIATION SEGMENT REPORTING 2022 (In thousands of USD) Proportionate consolidation Difference Equity consolidation For the year ended December 31, 2022 Revenue 243,328 -87,724 155,604 Gain on disposal 319,534 109 319,643 Other operating income 4,688 -3,086 1,601 Vessel expenses -90,444 30,323 -60,121 Raw materials and consumables used -3,447 0 -3,447 General and administrative expenses -39,623 330 -39,293 Personnel expenses -32,333 0 -32,333 Depreciations and amortisations -62,347 28,723 -33,624 Impairment losses and reversals 13,743 -8,975 4,768 Loss on disposal 0 0 0 Other operating expenses -25 0 -25 Result from operating activities 353,073 -40,300 312,773 Interest income 6,651 473 7,125 Interest expenses -32,484 10,530 -21,954 Other finance income 12,803 -3,278 9,525 Other finance expenses -18,885 830 -18,055 Result before income tax and share of result of equity accounted investees 321,157 -31,743 289,414 Share of result of equity accounted investees (net of income tax) 269 31,737 32,007 Income tax expense -1,079 6 -1,072 Result for the period 320,348 0 320,348 152 FINANCIAL REPORT (In thousands of USD) Proportionate consolidation Difference Equity consolidation For the year ended December 31, 2022 Vessels and barges 719,599 -281,633 437,966 Other property, plant and equipment 14,556 0 14,556 Intangible assets 225 0 225 Right-of-use assets 21,949 -11,039 10,910 Investments in equity accounted investees 449 106,633 107,082 Borrowings to equity accounted investees 0 0 0 Deferred tax assets 1,071 0 1,071 Other investments 1,849 0 1,849 Non-current assets 759,698 -186,039 573,659 Assets held for sale 9,988 -9,988 0 Derivative financial asset 3,583 -3,010 573 Inventories 9,217 0 9,217 Trade and other receivables 81,375 -14,286 67,089 Borrowings to equity accounted investees 7,000 0 7,000 Current tax assets 1,185 0 1,185 Restricted cash 1,778 -1,778 0 Cash and cash equivalents 547,437 -27,884 519,553 Current assets 661,563 -56,946 604,617 Total assets 1,421,260 -242,985 1,178,276 Equity 798,689 1 798,691 Borrowings 339,284 -171,736 167,548 Other payables 78,000 0 78,000 Employee benefits 1,040 0 1,040 Non-current provisions 3,147 -2,347 800 Deferred tax liabilities 2,982 0 2,982 Non-current liabilities 424,453 -174,083 250,370 Borrowings 104,759 -53,960 50,800 Trade and other payables 90,478 -14,936 75,542 Current tax liability 2,881 -8 2,873 Current liabilities 198,118 -68,903 129,215 Total equity and liabilities 1,421,260 -242,985 1,178,276 FINANCIAL REPORT 153 Note 4 – Revenue For the period ended December 31, (In thousands of USD) 2023 2022 Shipping segment 52,553 51,936 Infrastructure segment - ordinary revenue 371,226 78,152 Supporting services segment - ordinary revenue 63,539 25,517 Revenue 487,318 155,604 The increase in total revenue at the Shipping segment is mainly a result of the higher time-charter rates for all vessel types. Revenue in the Infrastructure segment increased significantly in 2023 as a result of the increased revenue from engineering projects, including the engineering, procurement and construction contracts for the Marine XII project in Congo and the twelve months employment of the EXCALIBUR and the FSRU EEMSHAVEN LNG. The increase in revenue at the Supporting services is the combined effect of Bexco NV, entering the consolidation scope of the Group since November 2022 (contribution increased by USD 34.8 million), higher revenue from the offshore accommodation barges and at Travel Plus, offset by lower ship management revenue due to less vessels under management. Bexco NV is a manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications. Revenue which falls within the scope of IFRS 16 Leasing represented 18.5% (2022: 43.0%) of total revenue and is situated in the Shipping and Infrastructure segment. Revenue which falls within the scope of IFRS 15 Revenue from contracts with customers represented 81.5% (2022: 57.0%) of total revenue and is mainly situated in the Infrastructure and Supporting services segment. The percentages mentioned are calculated excluding settlement fees. Major shipping clients Equinor (ex-Statoil) and Nippon Gas Line Co represented 57.4% (2022: 53.6%) and 21.8% (2022: 21.2%) respectively of the revenue of the Shipping segment. Both clients contributed 6.2% (2022: 17.9%) and 2.4% (2022: 7.1%) respectively to the EXMAR Group revenue in 2023. Export LNG Limited, ENI Congo and Gasunie represented 52.3% (2022: 0.0%) and 23.5% (2022: 0.0%) and 9.2% (2022: 28.4%) of the revenue of the Infrastructure segment. These three clients represented 39.9% (2022: 0.0%), 17.9% (2022: 0.0%) and 7.0% (2022: 14.2%) of the EXMAR Group revenue in 2023. In, 2022, Hyundai Heavy Industries Korea represented 19.6% of the infrastructure segment and 9.8% of the EXMAR Group revenue. The percentages mentioned are also calculated excluding settlement fees. No other customers represent more than 10.0% of the EXMAR Group revenue in 2023. (In thousands of USD) 2023 2022 Trade receivables, included in trade and other receivables (current + non-current) 45,426 39,344 Contract assets, included in trade and other receivables 25,514 7,743 Contract liabilities, included in trade and other payables 10,025 11,056 Contract balances 80,964 58,143 The increase in contract balances in 2023 is resulting from receivables related to the engineering agreements related to EEMSHAVEN LNG, TANGO FLNG and EXCALIBUR. The contract assets mainly relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. The contract liabilities primarily relate to invoices issued in respect of vessel income (prepaid hire) and advances charged for planned services. The contract liabilities at the end of 2022 have been recognized in revenue in 2023. The increase in contract assets and contract liabilities mainly results from the services delivered/to be delivered to the three assets mentioned above. 154 FINANCIAL REPORT Note 5 – Gain on disposal (In thousands of USD) 2023 2022 Gain on sale of shares of Export LNG 0 315,654 Gain on derecognition Bexco NV 0 3,474 Other 868 515 Gain on disposal 868 319,643 In the fourth quarter of 2023 EXMAR sold 26.7% of the shares of ECOS Srl and realized a gain of USD 0.8 million. As a result of the transaction EXMAR owns 33.3% and applies the equity method to its investment as of December 31, 2023. As a result of the sale of the 100% shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August 2022, EXMAR realized a non-recurring gain of USD 315.7 million. Details of the transaction related assets and liabilities can be found in Note 4 of the consolidated financial statements as of December 31, 2022. On November 1, 2022 EXMAR obtained control over Bexco NV, consequently realized a gain on the derecognition of the equity accounted investment and includes the company in full in the Group’s consolidated financials since that date. The total impact of the acquisition of the remaining 55.09% resulted in a total gain of USD 3.5 million. Note 6 - Vessel expenses For the period ended December 31, (In thousands of USD) 2023 2022 Vessel expenses crew -33,281 -28,287 Vessel expenses maintenance -13,989 -23,931 Vessel expenses engineering -203,312 0 Vessel expenses insurance -1,815 -2,759 Vessel expenses other -10,716 -5,144 Vessel expenses -263,114 -60,121 Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and other related expenses. Vessel expenses exclude depreciations. The increase in the vessel expenses in 2023 compared to 2022 is mainly the result of the increased expenses in relation to the engineering, procurement and conversion contracts for the TANGO FLNG and EXCALIBUR FSU with completion of conversion works early 2024. Note 7 – Purchase of goods In 2023 EXMAR reports USD 23.3 million of purchases of goods in relation to the rope manufacturing activity at Bexco NV, that became a subsidiary of the Group as from November 1, 2022. Note 8 - General and administrative expenses For the period ended December 31, (In thousands of USD) 2023 2022 Administrative expenses -34,480 -33,393 Office expenses -1,297 -1,386 Travel expenses -3,016 -2,488 IT & communication expenses -2,693 -2,409 Fees -26,463 -26,318 Insurance -1,011 -793 Freight charges -1,787 -1,740 Non-income based taxes -13,863 -2,844 Other expenses -4,675 -1,316 General and administrative expenses -54,804 -39,293 During 2023 administrative expenses increased mainly due to the Marine XII project in Congo, more specific in relation to taxes withheld in relation to the activity in Republic Congo. Administrative expenses and freight charges for the Bexco activities since their inclusion in the consolidation scope had an impact of USD 5 million on 2023. FINANCIAL REPORT 155 Note 9 - Personnel expenses (In thousands of USD) 2023 2022 Salaries and wages -38,954 -27,492 Social security charges -6,580 -4,263 Employee benefit, defined benefit and defined contribution plan -642 -577 Personnel expenses -46,176 -32,333 At year-end 2023 2022 Seagoing 1,514 1,508 Staff 409 418 Number of personnel members 1,923 1,926 Salaries and wages increased because of inflation (impact of 11%), the inclusion of Bexco for a full year (in 2022 only 2 months) with an impact of USD 7.4 million and a higher number of engineers and technical employees for amongst others the projects managed by EXMAR Offshore Company. The number of personnel members represents the effective number of personnel members in service per period end (including the seagoing employees of our equity accounted investees). A significant part of EXMAR’s seagoing personnel is employed on the assets held or operated by EXMAR’s equity accounted investees, the related expense is not included in the personnel expenses or crew expenses disclosed above. Note 10 - Other Operating Expenses For the period ended December 31, (In thousands of USD) 2023 2022 Other Provisions -24,204 0 Non income based taxes -150 -24 Other -2 -1 Other operating expenses -24,356 -25 As per December 31, 2023 additional provisions are recorded for a total amount of USD 24,0 million based on management’s assessment of potential cash outflows. Additional provisions have been recorded for the former lease arrangement of LNG Carrier EXCEL, obligations under the engineering, procurement and construction contracts for the Marine XII project in Congo and a claim from a foreign tax authority. Regarding LNGC Excel this vessel was financed through a lease agreement in the UK, which was terminated in August 2013. The UK tax authorities (HMRC) had made inquiries on the tax treatment of the lease and on the right to receive Capital Allowances claimed by the Lessor. In 2023 the company was informed that recent discussions between the Lessor and HMRC were held, that some closure notices had been received and payments were made by the Lessor. Updated assessment of the case by EXMAR management led to the recognition of an additional provision under the IFRS rules. 156 FINANCIAL REPORT Note 11 - Finance result For the period ended December 31, (In thousands of USD) 2023 2022 Interest income on borrowings to equity accounted investees 1,217 1,929 Interest income on cash and cash equivalents 16,744 5,196 Interest income 17,961 7,125 Interest expenses on borrowings -10,537 -21,954 Amortisation transaction costs -402 0 Interest expenses -10,938 -21,954 The interest income on borrowings to equity accounted investees relates to interests charged to the equity accounted investees on the borrowings provided by EXMAR and decreased as a result of lower average outstanding balances. We refer in this respect also to Note 18 Borrowings to equity accounted investees. Interest income on cash and cash equivalents increased significantly thanks to the higher average short term deposits in 2023 compared to the average in 2022. Interest expenses relate to EXMAR’s borrowings as disclosed in Note 26 Borrowings and the decrease of USD 11.4 million is the combined effect of (i) lower interest expenses in the Infrastructure segment due to the repayment of the NOK bond (USD 3.3 million) (ii) the effective interest correction in 2022 on the pressurized fleet following the exercise of the early buy-out option (USD 5.5 million including USD 3.3 million adjustment of historic interest expenses 1 ) (Shipping segment), and (iii) lower margins and early repayment of the Bank Of China loan facility in August 2022 upon the sale of the shares of Export LNG Ltd (USD 2.3 million). For the period ended December 31, (In thousands of USD) 2023 2022 Realised exchange gains 351 2,967 Unrealised exchange gains 756 2,418 Dividend income from non-consolidated companies 19 18 Equity securities measured at FVTPL 0 280 Fair value gain on financial instruments -42 934 Premium refund 0 2,497 Other 289 410 Other finance income 1,373 9,525 Realised exchange losses -7,608 -6,324 Unrealised exchange losses -1,051 -1,236 Amortisation transaction costs 0 -7,504 Banking fees -389 -2,280 Other -4,467 -711 Other finance expenses -13,515 -18,055 Other finance income decreases with USD 8.2 million and is mainly the result of (i) lower exchange gains compared to 2022, when NOK bond was repaid with positive exchange result and (ii) a refund of USD 2.5 million credit insurance premiums in 2022, because of the early repayment of the Bank of China loan. Other finance cost decreases with USD 4.5 million in comparison to 2022. The realized exchange losses of 2023 include USD 4.4 million loss on the settlement of EUR-USD short-term swaps (2022: USD 5.6 million). The amortisation of the transaction costs 2 decreased due to the accelerated recognition of the capitalized financing fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements (see also Note 26 Borrowings). Related to this, EXMAR paid in 2022 a cancellation fee to Sequoia of USD 1.0 million, which primarily explains the decrease in “Banking fees”. The Other finance expenses include USD 2.9 million loss following the remeasurement at FVTPL on December 31, 2023 of the shares in Vantage Drilling (see Note 20 Other investments). 1 The USD 3.3 million interest expense adjustment relates to the correction of an error regarding the accounting for sale & lease back transactions dating back to 2019 for four pressurized vessels. We refer to the consolidated financial statements of 2022. 2 In 2022 the amortisation of transaction costs was impacted by the one-off accelerated recognition of the capitalized financing fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements and was presented in other finance expense. Since 2023 amortisations are reported as interest expenses. FINANCIAL REPORT 157 Note 12 - Income taxes (In thousands of USD) 2023 2022 Taxes current period -7,675 -1,717 Prior year adjustments 111 -314 Income taxes -7,563 -2,030 Deferred income taxes 3,415 958 Income taxes -4,148 -1,072 RECONCILIATION Result before income tax 76,156 321,419 Tax at domestic tax rate -25.00% -19,039 -25.00% -80,355 Tax impact on share of profit of equity accounted investees 8,235 8,001 Increase/decrease resulting from: Effects of tax rates in foreign jurisdictions 5,214 -3,807 Non-deductible expenses -415 -2,316 Other taxes -85 -79 Current year tax losses/ credits for which no deferred tax asset has been recognised 2,270 -112 Use of tax credits, tax losses carried forward,... for which no DTA was recognised before 2,655 389 Unused tax losses under the Belgian tonnage tax regime -2,617 -1,472 Tax exempt income -478 78,993 Adjustments in respect of prior years 111 -316 Reconciliation of the effective tax rate (1) -5.4% -4,148 -0.3% -1,072 1. The effective tax rate calculated as tax expense over result before income tax corrected for the share of profit for equity method investees amounts to 9.4% (2022: 0.4%). The tax exempt income in 2022 related primarily to the gain on disposal of 100% of the shares of Export LNG. 158 FINANCIAL REPORT Note 13 - Vessels and barges (In thousands of USD) Shipping Infrastructure Under construction - advance payments Total Cost Balance as per January 1, 2022 291,208 488,688 0 779,896 Changes during the financial year Acquisitions 5,656 14,212 0 19,867 Increase through share deal 0 39,860 0 39,860 Disposals 0 -300,053 0 -300,053 Reclassification 34 -713 0 -679 Balance as per December 31, 2022 296,898 241,993 0 538,891 Balance as per January 1, 2023 (1) 276,542 241,993 0 518,535 Changes during the financial year Acquisitions 1,368 2,850 0 4,218 Disposals 0 -7,714 0 -7,714 Early buy out option 4,532 0 0 4,532 Balance as per December 31, 2023 282,443 237,130 0 519,572 Depreciations and impairment losses Balance as per January 1, 2022 45,322 86,139 0 131,461 Changes during the financial year Depreciations 19,837 11,801 0 31,638 Impairments 0 -18,300 0 -18,300 Disposals 0 -43,874 0 -43,874 Balance as per December 31, 2022 65,159 35,766 0 100,925 Balance as per January 1, 2023 (1) 44,804 35,766 0 80,570 Changes during the financial year Depreciations 20,357 10,231 0 30,588 Disposals 0 -7,332 0 -7,332 Balance as per December 31, 2023 65,160 38,665 0 103,826 Net book value Net book value as per December 31, 2022 231,739 206,227 0 437,966 Net book value as per December 31, 2023 217,283 198,464 0 415,747 1. Opening balance has been restated by USD 20.4 million in both acquisition value and accumulated depreciations. This restatement relates to netting of assets capitalized and fully depreciated as per December 31, 2022. In 2023 and 2022, the acquisitions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure segments. The cost of vessels increased in 2023 as a result of the lifting of early buy out options for 3 pressurized vessels. In 2022, EXMAR, Infrastructure segment, acquired the EXCALIBUR vessel through a share deal and disposed the floating liquefaction unit TANGO FLNG. The vessels are pledged as a security for the related underlying liabilities. We refer to Note 26 Borrowings for more information in respect of these underlying liabilities. FINANCIAL REPORT 159 Impairment For the wholly-owned fleet, internal and external triggers are evaluated which indicate that the carrying value of the fleet should be tested for impairment. The carrying amount of the fleet is compared to the recoverable amount, which is the higher of the fair value less cost to sell and the value in use. The fair value less costs to sell is based upon the average fair market value as determined by two independent ship brokers or recent market transactions of comparable assets. This market value is corrected with an average brokerage commission to be paid when a vessel is sold. The value in use is based upon the estimated future cash flows discounted to their present value and reflecting current market assessments relating to freight rate estimates, employment, and operating expenses. The value in use model also includes assumptions taken amongst others with respect to future hire paid, contract duration and number of months’ interval between two contracts. The operating cash flows are based on internal information and a sensitivity analysis is performed on each assumption. The discounted cash flow model used by management includes estimated cash flows for the remaining lifetime of the wholly owned fleet. Three-year cash flow forecasts are estimated by management based upon the past experience as well as current market expectations regarding volumes and freight rates going forward. Freight rates as well as operating expenses subsequent to this three-year period are expected to change in line with estimated inflation afterwards. The discount rate used is a weighted average cost of capital of 7.6% for the Shipping LPG segment (2022: 7.6%), 9.0% for the Shipping LNG segment (2022: 9.5%) and 11.8% for the Infrastructure segment (2022: 11.0%). For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the wholly- owned fleet. We refer to Note 16 Investments in equity accounted investees in this respect. In 2023, EXMAR did not record a change in impairments. In 2022, an impairment charge of USD 18.3 million was reversed for the FSRU EEMSHAVEN LNG, former FSRU S188, based on two independent broker reports. 160 FINANCIAL REPORT Note 14 - Other property, plant and equipment (In thousands of USD) Land and buildings Machinery and equipment Furniture and movables Total Cost Balance as per January 1, 2022 3,981 959 3,464 8,404 Changes during the financial year Acquisitions 49 184 321 554 Increase through business combinations 7,206 5,815 48 13,069 Disposals 0 12 -369 -356 Exchange differences -156 50 -98 -203 Balance as per December 31, 2022 11,081 7,020 3,366 21,467 Balance as per January 1, 2023 (1) 11,081 7,020 3,366 21,467 Changes during the financial year Acquisitions 339 1,466 536 2,340 Transfers 167 -192 -55 -79 Disposals -15 -351 -219 -584 Exchange differences 410 247 3 661 Balance as per December 31, 2023 11,982 8,190 3,632 23,804 Depreciations and impairment losses Balance as per January 1, 2022 3,331 892 2,908 7,131 Changes during the financial year Depreciations 64 170 214 448 Disposals 0 -14 -356 -370 Exchange differences -194 -21 -84 -298 Balance as per December 31, 2022 3,202 1,027 2,681 6,910 Balance as per January 1, 2023 (1) 3,202 1,027 2,681 6,910 Changes during the financial year Depreciations 289 822 274 1,385 Disposals -15 -349 -205 -569 Exchange differences 124 94 -110 108 Balance as per December 31, 2023 3,600 1,594 2,640 7,834 Net book value Net book value as per December 31, 2022 7,879 5,993 684 14,556 Net book value as per December 31, 2023 8,383 6,596 992 15,970 In 2023 acquisitions count for USD 2.3 million and relate mainly to machinery and equipment. The increase in net book value during 2022 of USD 13 million mainly relates to the acquisition of Bexco NV as a 100% subsidiary. FINANCIAL REPORT 161 Note 15 - Right -of- use assets The Group has initially applied IFRS 16 from January 1, 2019. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments (we refer to Note 26 Borrowings in respect of right-of-use lease liabilities). (In thousands of USD) Property IT equipment Total COST Balance as per January 1, 2022 8,675 446 9,121 Changes during the financial year Additions -25 791 766 Increase through business combinations 5,609 0 5,609 Terminations -241 -71 -312 Exchange differences -178 -15 -194 Contract re-measurement/contract modification 162 -1 161 Balance as per December 31, 2022 14,002 1,151 15,152 Balance as per January 1, 2023 14,002 1,151 15,152 Changes during the financial year Additions 854 0 854 Increase through business combinations -198 0 -198 Terminations -670 -317 -987 Exchange differences 312 0 312 Contract re-measurement/contract modification -86 -14 -100 Balance as per December 31, 2023 14,214 821 15,033 DEPRECIATIONS AND IMPAIRMENT LOSSES Balance as per January 1, 2022 2,848 273 3,121 Changes during the financial year Depreciations 1,294 194 1,489 Terminations -241 -71 -312 Exchange differences -43 -13 -56 Balance as per December 31, 2022 3,858 384 4,242 Balance as per January 1, 2023 3,858 384 4,242 Changes during the financial year Depreciations 1,599 234 1,833 Terminations -193 -317 -510 Exchange differences -203 10 -193 Balance as per December 31, 2023 5,062 310 5,373 NET BOOK VALUE Net book value as per December 31, 2022 10,143 768 10,910 Net book value as per December 31, 2023 9,152 510 9,661 The decrease in the net book value of the right-of-use assets by USD 1.3 million in 2023 is primarily due to depreciations of the year. 162 FINANCIAL REPORT Note 16 – Investments in equity accounted investees The change in investments in equity accounted investees can be detailed as follows: (In thousands of USD) 2023 2022 Balance as per January 1 107,082 86,760 Changes during the period: Share in profit/(loss) 32,136 32,007 Increase (Decrease) through business combinations and other share deals 154 -11,552 Dividends -1,772 -2,079 Exchange differences -59 -305 Changes in other comprehensive income equity accounted investees -2,155 2,249 Other 2 2 Balance as per December 31 135,388 107,082 The share in the profit of equity accounted investees of USD 32.2 million in 2023 is primarily due to the contribution of the SEAPEAK LPG joint ventures, and is in line with 2022 (USD 32.0 million) In 2023 EXMAR sold 26.7% of its investment in Ecos Srl, an Italian based Ship management Company. As a result of the transaction EXMAR reduced its share in the company from 60% to 33.3% and reports Ecos Srl, as from December 31, 2023, as an equity accounted investee. During 2022, EXMAR acquired the remaining shares of Bexco NV and Solaia Shipping LLC of respectively 55.1% and 50.0%. Consequently, these entities are no longer equity accounted investees and are fully consolidated since the date of obtaining control. EXMAR has provided guarantees to financial institutions that granted credit facilities to its equity accounted investees. As of December 31, 2023 an amount of USD 475.2 million (December 2022: USD 541.6 million) was outstanding under such loan agreements, of which EXMAR has guaranteed USD 237.6 million (2022: USD 270.8 million). EXMAR did not incur material contingent liabilities versus its equity accounted investees. No other commitments than the aforementioned guarantees are provided by EXMAR to its equity accounted investees. Following regulatory requirements or borrowing arrangements, our joint ventures or associates may be restricted to make cash distributions such as dividend payments or repayments of shareholder loans. Under the borrowing arrangements our joint ventures or associates may only make a distribution if no event of default or no breach of any covenant would result from such distribution. Under corporate law, dividend distributions are restricted if the net assets would be less than the amount of paid up capital plus any reserves that cannot be distributed. For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the wholly- owned fleet. We refer to Note 13 Vessels and barges for more information in this respect. There were no changes of impairment losses on the vessels recorded in the profit of the equity accounted investees. FINANCIAL REPORT 163 Note 17 - Financial information equity accounted investees EXMAR has no liabilities towards its equity accounted investees and has the following assets: (In thousands of USD) 2023 2022 Investments in equity accounted investees: Joint ventures 134,776 106,625 Associates 612 457 Borrowings to equity accounted investees: Long-term - Gross 2,047 1,051 Long-term - Impairment -2,047 -1,051 Short-term (or current portion of long-term) - Gross 11,597 10,398 Short-term (or current portion of long-term) - Impairment 0 -3,398 Trade and other receivables (see also Note 34 Related parties) Gross balance 12,858 10,977 Impairment -4,607 -6,903 Total 155,236 118,157 The investments at year-end 2023 can be detailed as follows: Joint ventures Segment JV partner Description activities Estrela Ltd Infrastructure ASS Owner of the accommodation barge NUNCE EXMAR Gas Shipping Ltd Shipping SEAPEAK Previously owner of the midsize vessel TOURAINE-inactive company EXMAR LPG BV Shipping SEAPEAK Holding company for EXMAR-Seapeak activities EXMAR Shipping BV Shipping SEAPEAK Owner of 17 midsize carriers and 1 VLGC, of which five carriers under finance lease Good Investment Ltd Shipping SEAPEAK Previously time-charter agreement of the VLGC BW TOKYO, inactive since 2023 Monteriggioni Inc Shipping MOL Owner of the LNG carrier EXCEL which was sold during 2017 - inactive company Associates Segment Ownership% Description activities Ecos Srl Supporting services 33.30% Ship Management and operational services Marpos NV Supporting services 45.00% Provides waste solutions for maritime industry Electra Offshore Ltd Infrastructure 40.00% Owner of the accommodation barge WARIBOKO Exview Hong Kong Ltd Infrastructure 40.00% Bareboat owner of the accommodation barge WARIBOKO Springmarine Nigeria Ltd Infrastructure 40.00% Time-charter agreement for the accommodation barge WARIBOKO During 2023, the Group lost control of Ecos Srl following the sale of shares reducing its share in the share capital of the company to 33.3% and this entity is since December 31, 2023 equity accounted. In 2023, the Group reversed partially the impairment of the trade and other receivables on its equity accounted investees, Exview Hong Kong Ltd and Electra Offshore Ltd. 164 FINANCIAL REPORT (In thousands of USD) Joint ventures Associates JV partner Seapeak MOL ASS Ownership percentage 50% 50% 50% 33% 45% 40% Entity Total Seapeak Monte- riggioni Estrela Ltd ECOS Marpos Total Wariboko companies TOTAL Non current assets 611,355 0 9,543 157 405 1,392 622,852 Current assets 123,626 4,881 6,835 4,961 1,269 15,318 156,890 of which cash and cash equivalents 106,993 4,881 6,821 2,036 841 1,446 123,019 Non current liabilities 392,404 4,794 0 152 0 13,070 410,420 of which bank borrowings 342,907 0 0 0 0 0 342,907 of which finance leases 43,985 0 0 152 0 0 44,137 of which other borrowings 0 0 0 0 0 4,715 4,715 Current liabilities 94,708 48 2,132 4,722 500 29,650 131,761 of which bank borrowings 32,378 0 0 0 0 0 32,378 of which finance leases 36,707 0 0 7 0 0 36,714 of which other borrowings 0 0 0 0 0 9,848 9,848 0 0 Revenue 182,109 0 10,225 0 2,479 0 194,813 Depreciation and amortization 54,782 0 1,867 0 77 1,587 58,313 Impairment (reversal) 0 0 0 0 0 -2,230 -2,230 Interest income 9,334 158 0 0 0 0 9,492 Interest expense 35,993 0 0 0 6 1,198 37,197 Income tax expense 525 0 0 0 156 0 681 Profit or (loss) from continuing operations 62,069 62 1,743 0 442 -9,539 54,777 Other comprehensive income -4,310 0 0 0 0 0 -4,310 Total comprehensive income 57,759 62 1,743 0 442 -9,539 50,467 0 Net assets (100%) 255,269 39 14,246 244 1,174 -17,656 253,316 EXMAR share in net assets 127,635 20 7,123 81 528 -7,062 128,324 Share in net assets of equity accounted investees on January 1, 2023 98,751 -8 7,882 0 457 -1,961 105,121 Share in total comprehensive income 28,880 31 872 0 199 0 29,981 Increase (Decrease) through business combinations and other share deals 0 0 0 154 0 0 154 Dividends 0 0 -1,630 0 -142 0 -1,772 Foreign currency translation differences 0 0 0 -73 14 0 -59 Other 3 -4 0 3 0 2 Share in net assets of equity accounted investees on December 31, 2023 127,634 19 7,123 84 528 -1,961 133,427 Netting negative equity and impairment 0 0 0 0 0 1,961 1,961 Share in net assets of equity accounted investees on December 31, 2023, after netting negative equity 127,634 19 7,123 84 528 0 135,388 FINANCIAL REPORT 165 (In thousands of USD) Joint ventures Associates JV partner Seapeak MOL Seapeak ASS Ownership percentage 50% 50% 50% 50% 45% 45% 40% Entity Total Seapeak Monte- riggioni Solaia Shipping Estrela Ltd BEXCO Marpos Total Wariboko companies TOTAL MONTER SOLAIALLC ESTR BEXCO Marp Non current assets 613,933 0 0 11,410 0 404 2,675 628,422 Current assets 48,672 4,725 0 4,962 0 1,207 14,852 74,418 of which cash and cash equivalents 37,665 4,725 0 4,932 0 657 57 48,036 Non current liabilities 355,773 4,693 0 0 0 0 8,445 368,911 of which bank borrowings 340,515 0 0 0 0 0 0 340,515 of which finance leases 2,958 0 0 0 0 0 0 2,958 of which other borrowings 0 0 0 0 0 0 2,225 2,225 Current liabilities 161,607 56 0 609 0 595 28,794 191,661 of which bank borrowings 4,033 0 0 0 0 0 0 4,033 of which finance leases 103,249 0 0 0 0 0 0 103,249 of which other borrowings 0 0 0 0 0 0 14,190 14,190 0 0 Revenue 172,129 0 0 10,220 17,471 2,254 0 202,074 Depreciation and amortization 52,754 0 2,941 1,751 661 71 1,933 60,111 Impairment (reversal) -7,950 0 -10,000 0 17 0 482 -17,451 Interest income 1,034 34 19 0 0 0 0 1,087 Interest expense 22,515 0 581 0 100 7 1,198 24,401 Income tax expense 12 0 0 0 2 145 0 159 Profit or (loss) from continuing operations 62,978 -4 -1,126 1,626 187 413 -9,853 54,221 Other comprehensive income 4,498 0 0 0 0 0 4,498 Total comprehensive income 67,476 -4 -1,126 1,626 187 413 -9,853 58,719 0 Net assets (100%) 197,525 -24 0 15,763 0 1,016 -13,492 200,788 EXMAR share in net assets 98,763 -12 0 7,882 0 457 -5,397 101,692 Share in net assets of equity accounted investees on January 1, 2022 65,025 -10 7,736 8,650 4,930 439 -1,961 84,809 Share in total comprehensive income 33,738 -2 -563 813 84 186 0 34,256 Decrease through business combinations 0 0 -7,173 0 -4,379 0 0 -11,552 Dividends 0 0 0 -1,581 -337 -161 0 -2,079 Foreign currency translation differences 0 0 0 0 -298 -7 0 -305 Other 0 4 0 0 0 0 0 4 Share in net assets of equity accounted investees on December 31, 2022 98,763 -8 0 7,882 0 457 -1,961 105,133 Netting negative equity and impairment 0 0 0 0 0 0 1,961 1,961 Share in net assets of equity accounted investees on December 31, 2022, after netting negative equity 98,751 -8 0 7,882 0 457 0 107,082 166 FINANCIAL REPORT Note 18 - Borrowings to equity accounted investees (In thousands of USD) Shipping Infrastructure Supporting services Total As per January 1, 2022 32,260 7,907 0 40,167 New loans and borrowings 20,000 21,085 0 41,085 Elimination after share deal ¹ 0 -20,195 0 -20,195 Accrued interest 0 2,491 0 2,491 Repayments -52,260 0 0 -52,260 Write-off 0 -4,288 0 -4,288 As per December 31, 2022 0 7,000 0 7,000 More than 1 year - Note 17 0 0 0 0 Less than 1 year - Note 17 0 7,000 0 7,000 As per January 1, 2023 0 7,000 0 7,000 New loans and borrowings 0 996 0 996 Accrued interest 0 1,198 0 1,198 Impairment (reversal) 0 2,402 0 2,402 Foreign currency translation differences 0 1 0 1 As per December 31, 2023 0 11,597 0 11,597 More than 1 year - Note 17 0 0 0 0 Less than 1 year - Note 17 0 11,597 0 11,597 1. During 2022, EXMAR granted a new loan to Solaia Shipping LLC, which at that time was still an equity accounted investee. Upon obtaining 100% of the shares and control of this entity, this intra group loan is eliminated. The activities and assets of certain of our equity accounted investees are financed through shareholder borrowings made by the Company to the respective equity accounted investees. Such borrowings granted are in substance part of the net investment in an associate or joint venture and any expected credit losses are accounted for before allocating negative net assets. During 2023, EXMAR reversed impairment losses for USD 2.4 million and did not allocate any negative net assets. Electra Offshore Ltd (Infrastructure segment) USD 11.6 million (2022: USD 7.0 million) EXMAR Netherlands BV has granted a loan to Electra Offshore Ltd in 2016. The loan is repaid based on availability of cash and accumulates interest. The interest rate applicable on the loan is a fixed percentage of 12.0%. During 2023, the accrued interests were added to the outstanding loan balance and collectability was re-assessed. The balance has been adjusted to its expected recoverable amount, which is the fair value of the pledge on the underlying asset. FINANCIAL REPORT 167 Note 19 - Tax assets and liabilities Current tax assets and liabilities December 31 (In thousands of USD) 2023 2022 Current tax assets 5,900 1,185 Current tax liabilities 3,544 2,873 Deferred tax assets and liabilities December 31, 2023 December 31, 2022 (In thousands of USD) Assets Liabilities Assets Liabilities Other tangible assets 3,096 2,597 0 2,618 Employee benefits 170 0 566 0 Financial instruments 0 138 0 143 Tax losses 1,333 0 1,071 0 Other 0 291 0 221 Deferred tax assets / liabilities 4,599 3,026 1,637 2,982 Tax assets not recognised -170 0 -566 0 Deferred tax assets and liabilities recognized 4,429 3,026 1,071 2,982 Deductible temporary differences 170 566 Unused tax losses and investment tax credits 61,061 62,596 Deferred tax assets/ liabilities not recognised 61,232 0 63,162 0 The increase of deferred taxed in 2023 is mainly driven by the recognition at Group level of the deferred tax balances in EXMAR Offshore Cy for which future taxable profits are expected. Our equity accounted investees have limited temporary differences. Deferred tax assets on tax losses at our joint ventures and equity accounted investees amounted to USD 0.7 million end 2023 (2022: USD 0.9 million) for their share, but have not been recognized. Amounts have not been included in the above overview. Tax assets are not recognised if it is not probable that future taxable profits will be available against which the group can use the benefits therefrom or because the future taxable profits cannot be measured on a reliable basis. The majority of the tax losses and investment tax credits do not expire in time. Note 20 - Other investments (In thousands of USD) 2023 2022 Unquoted shares 37,227 795 Quoted shares 701 1,054 Equity securities - FVTPL 37,928 1,849 The unquoted shares include 149 shares of Sibelco, acquired in 2014, and 1,530,833 shares, representing approximately 11,5% of total shares, acquired in 2023 in Vantage Drilling International Company (Vantage) for USD 39.1 million. Vantage is listed on OTCMKTS and valued USD 36.2 million at year end 2023. The quoted shares include 116,338 shares of Frontera Energy Corporation quoted at CAD 7.97 on December 31, 2023 (December 31, 2022: CAD 12.27). 168 FINANCIAL REPORT Note 21 - Inventories (In thousands of USD) 2023 2022 Raw materials and supplies 7,248 3,346 Work in progress 4,868 3,699 Goods purchased for resale 183 139 Advance payments 1,829 561 Finished goods 1,006 1,472 Inventories 15,134 9,217 Bexco NV, a manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications has an increased inventory position in December 2023 compared to 2022 as a result of the inventory built for the delivery of a large deeprope project in the first quarter of 2024, representing USD 5 million. Additionally, in relation to the start of production in February 2024 for another deeprope project raw materials were purchased in 2023, representing USD 3 million, to anticipate expected price increases. Note 22 - Trade and other receivables (In thousands of USD) 2023 2022 Trade receivables (including contract assets)-Gross 83,753 56,031 Impairment trade receivables -8,514 -8,944 Cash guarantees 169 175 Other receivables 15,186 14,539 Deferred charges and accrued income 6,789 5,289 Balance as per December 31 97,384 67,089 Of which financial assets (Note 30) 87,943 59,778 The increase in the trade and other receivables in 2023 is primarily the result of the outstanding receivables related to the hire and engineering services for customers in US and Marine XII project in Congo in relation conversion of Tango and Excalibur. The contract assets included in the table above amounted to USD 25.5 million for the period ended December 31, 2023. Deferred charges comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances, commissions, bunkers, prepaid credit facility costs. Accrued income comprises un-invoiced revenue related to the current accounting period such as interests. Note 23 - Restricted cash and cash and cash equivalents (In thousands of USD) 2023 2022 Bank 176,702 51,320 Cash in hand 5 17 Short-term deposits 223 468,216 Balance as per December 31 176,930 519,553 We refer to the consolidated statement of cash flows for a detailed analysis of the cash movements. FINANCIAL REPORT 169 Note 24 - Share capital and reserves Share capital and share premium Number of ordinary shares 2023 2022 Issued shares as per January 1 59,500,000 59,500,000 Issued shares as per December 31 - paid in full 59,500,000 59,500,000 The issued shares have no nominal value. The holders of ordinary shares are entitled to dividends and are entitled to one vote per share during the General Meeting of Shareholders of the Company. As authorized by the Extraordinary General Meeting held on September 11, 2020, the Board of Directors of EXMAR may, for a period of five years expiring in September 2025, within certain legal limits and conditions, increase the capital of EXMAR NV by a maximum amount of USD 12.0 million. Dividends With respect to the financial year 2023, the Board of Directors proposes a dividend payment of (gross) EUR 0.40 per share and the distribution of (gross) EUR 0.38 share premium to the owners of ordinary shares. This dividend Both payments are subject to approval by the General Meeting of Shareholders of May 21, 2024 and have therefore not been included as a liability in EXMAR’s consolidated financial statements prepared under IFRS. The financial year 2023 dividend and share premium distribution, based on the number of shares issued, excluding treasury shares, is (gross) EUR 44.9 million or a total payment of USD 49.6 million. On October 30, 2023 a Special General Meeting of Shareholders approved the payment of an intermediate dividend of gross EUR 4.40 per share and the distribution from the available share premium of gross EUR 1.0 per share or a total gross payment of EUR 310.7 million or USD 329.4 million. On May 16, 2023, the General Meeting of Shareholders approved a gross dividend of EUR 1 per share or a total gross dividend of EUR 57.4 million or USD 62.4 million. Treasury shares The reserve for treasury shares comprises the cost of the Company’s shares held by the Group. 2023 2022 Number of treasury shares held as of December 31 1,956,013 2,273,263 Book value of treasury shares held (in thousands USD) 38,160 44,349 Average cost price per share (in EUR) - historical value 14.1507 14.1507 Translation reserve The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of Group’s subsidiaries which have a functional currency different than the USD reporting currency and the direct recognition of the translation of the net intra group investment in a foreign operation (expressed in Argentinian peso) which is since 2022 recorded in Other comprehensive income. The balance in the translation reserve is mainly impacted by the appreciation or depreciation of the EUR to the USD. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to the hedged transactions that have not yet occurred. In certain of our equity accounted investees, interest rate swaps (IRS) contracts have been closed to cover their exposure on variable interest rates. 170 FINANCIAL REPORT Note 25 - Earnings per share 2023 2022 Result for the period, attributable to owners of the Company (in thousands USD) 71,972 320,317 Issued ordinary shares as per December 31 59,500,000 59,500,000 Effect of treasury shares -1,956,013 -2,273,263 Weighted average number of ordinary shares as per December 31 57,415,904 57,226,737 Basic earnings per share in USD 1.25 0.01 2023 2022 Result for the period, attributable to owners of the Company (in thousands USD) 71,972 320,317,483 Weighted average number of ordinary shares as per December 31 57,415,904 57,226,737 Dilution effect of share based compensation 62,725 0 Weighted average number of ordinary shares including options 57,478,629 57,226,737 Diluted earnings per share in USD 1.25 5.60 Plan 10 is included in the dilution effect. As of April 2023 the share options were in the money and diluted the earnings per share. In 2023 a total of 317,250 options of plan 10 were exercised at a price of 9.62 EUR per share. No share options remained at December 31, 2023. FINANCIAL REPORT 171 Note 26 – Borrowings Bank loans Other loans Lease liabilities ROU assets Total (In thousands of USD) As of 1 January 2022 319,724 98,983 6,105 424,812 New loans and borrowings 0 50,014 766 50,780 Increase through business combinations 15,319 0 4,864 20,184 Repayments -163,700 -116,119 -1,476 -281,294 Transfers 7,551 -8,710 0 -1,160 Loan forgiveness 0 -1,193 0 -1,193 Amortized transaction costs 5,877 1,627 0 7,504 Exchange differences 8 -4,791 -157 -4,940 Accrued interest payable -1,387 -619 0 -2,006 Contract re-measurement/ contract modification 5,498 0 162 5,660 As of 31 December 2022 188,891 19,192 10,264 218,347 More than 1 year 139,522 19,177 8,849 167,548 Less than 1 year 49,369 16 1,415 50,800 As of 31 December 2022 188,891 19,192 10,264 218,347 Shipping segment 178,090 19,178 664 197,932 Infrastructure segment 10,005 0 2,486 12,491 Supporting services segment 796 15 7,114 7,925 As of 31 December 2022 188,891 19,192 10,264 218,347 As of 1 January 2023 188,891 19,192 10,264 218,347 New loans 100,930 -23 805 101,712 Derecognition upon sale of shares 0 0 -164 -164 Repayments -56,869 -1,520 -2,283 -60,672 Transfers 13,981 -9,447 0 4,533 Amortized transaction costs 339 64 0 403 Exchange differences 174 0 296 469 Accrued interest payable 180 398 0 579 Contract re-measurement/ contract modification 0 0 104 104 As of 31 December 2023 247,626 8,664 9,022 265,312 More than 1 year 206,878 5,531 7,423 219,831 Less than 1 year 40,748 3,133 1,599 45,480 As of 31 December 2023 247,626 8,664 9,022 265,311 Shipping segment 145,773 8,648 472 154,894 Infrastructure segment 94,746 0 2,029 96,775 Supporting services segment 7,106 15 6,520 13,642 As of 31 December 2023 247,626 8,664 9,022 265,311 172 FINANCIAL REPORT Bank loans The bank loans mainly relate to: FLANDERS INNOVATION & FLANDERS PIONEER – USD 129.7 million (December 2022: USD 135.5 million) In 2021, the Group obtained USD 144.0 million financing for the two VLGC’s: FLANDERS INNOVATION (USD 72.0 million) and FLANDERS PIONEER (also USD 72.0 million) maturing in fifteen years. The weighted average interest rate implicit in these loans amounts to 5.61%. EXMAR NV has guaranteed the underlying obligations. LPG pressurized facilities - USD 15.8 million (December 2022: USD 42.6 million) In the last quarter of 2018 and in April 2019, EXMAR refinanced respectively six and four of its LPG pressurized fleet vessels through a JOLCO (Japanese Operating Lease with Call Option) structure. The loans are repayable in quarterly tranches and the applicable interest percentage amounts to three-month SOFR plus 2.4%. The last repayment is foreseen in December 2025. The equity part of the JOLCO financing is presented in “Other Loans” (see below). In 2022 and 2023 EXMAR exercised the early buy out options of 7 vessels and paid in 2023 USD 41.1 million for 5 pressurized vessels. For the two vessels for which the early buy out option was exercised before December 31, 2023 with payment in 2024, management has transferred the related outstanding equity part of these vessels to “bank loans” (USD 9.4 million) and presented the expected payable amount as short-term (USD 14.0 million). All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”). Bank loans Solaia Shipping LLC and Bexco NV – USD 7.1 million (December 2022: USD 10.8 million) The amended syndicated bank loan of EXMAR’s subsidiary Solaia Shipping LLC (December 2022: USD 10.0 million), that dated from December 2021, was repaid in 2023. Bexco NV has additional loans of EUR 6.2 million in 2023. Total outstanding loans as per December 31, 2023 amounted to USD 7.1 million. EEMSHAVEN - USD 94.7 million End 2023 EXMAR Energy Netherlands BV (a 100% subsidiary of EXMAR NV) signed a facility agreement of USD 96 million with ABN AMRO Bank N.V., Belfius Bank NV/SA, BNP PARIBAS FORTIS NV/SA and KBC BANK NV for the financing of FSRU EEMSHAVEN and maturing August 16, 2027. The facility agreement has an interest rate of SOFR 3 months plus 2.16%. The facility agreement is repayable in seven semi-annually tranches and a balloon at termination date. All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”). Other loans Pressurized fleet - USD 8.7 million (December 2022: USD 19.2 million) The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option) financing. At December 31, 2023, the outstanding balance amounts to USD 8.7 million and relates to 3 vessels. Management assumes to exercise the purchase options of the three remaining vessels before or at the end of the lease, which will then result in an additional cash out of USD 4.6 million. Available credit facilities In May 2020, EXMAR obtained a revolving credit facility of EUR 18.0 million from Belgian financial institutions with maturity date February 1, 2022 at an interest rate of EURIBOR three-month plus 2.0% margin. This facility was extended until June 2024 and can be increased up to USD 30.0 million. EXMAR did not draw upon this facility per end 2022 and 2023. Other information On December 16, 2022 EXMAR Shipping BV, a major equity accounted investee, signed a senior sustainability linked facility with a consortium of banks in the amount of USD 450.0 million, comprising a revolving credit facility of USD 310.0 million and a term loan facility of USD 140.0 million. The loan matures 5 years after signing date. As at December 31, 2023, EXMAR Shipping BV had drawn USD 247.3 million of the revolving credit facility and USD 131.9 million of the term loan. FINANCIAL REPORT 173 In general, the borrowings held by EXMAR and its equity accounted investees are secured by a mortgage on the underlying assets owned by EXMAR and its equity accounted investees. Furthermore, different pledges and other types of guarantees exist to secure the borrowings. Covenants Different debt covenants exist that require compliance with certain financial ratio’s. These ratios are calculated semi-annually based on EXMAR’s consolidated figures in which equity accounted investees are not accounted for under IFRS 11 but still on a proportionate basis (similar to accounting policies used for segment reporting purposes). We refer to the table below for an overview of the applicable covenants. APPLICABLE COVENANTS Ratio Pressurized facility Credit facilities ¹ Actual December 31, 2023 ² Actual December 31, 2022 ² Minimum Book equity ≥ USD 300 million ≥ USD 300 million USD 519.4 million USD 796.4 million Minimum free cash ≥ USD 25 million ≥ USD 20 million USD 240,0 million USD 547.4 million Equity ratio (Equity/Total assets) ≥ 25% NA 44.18% 59.1% Working capital min positive min positive USD 213.8 million USD 570.1 million Net financial indebtedness ratio NA < 70% 32.84% -14.04% Outstanding loan amount (in thousands of USD) 24,469 94,746 1. Relates to the EUR credit facility and EEMSHAVEN credit facility. 2. The actual amounts presented are based on the most restrictive definitions. Explanation of the major definitions applied in the covenant calculations: • Book equity: equity excluding treasury shares and the effect of any impairment of intangible assets and the effect of fair value changes of any financial derivative; • Free cash: cash in hand (excluding pledged or blocked cash), time deposits and, in certain covenants, including undrawn credit facilities with minimum six months to maturity; • Working capital: current assets less current liabilities. • Net interest-bearing debt: consolidated interest-bearing financial indebtness less free cash (and in one covenant also less restricted cash used as debt collateral) As of December 31, 2023 EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously monitoring compliance with all applicable covenants to meet all covenants per June 2024 and December 2024. In case of non-compliance with these covenants, early repayment of related borrowings might be required and should therefore be accounted for as short-term debt. Following steps are to be taken in accordance with applicable agreements if a breach of covenants would occur: • Each borrower shall notify the Facility Agent of any Defaults (and the steps, if any, taken to remedy it) promptly upon becoming aware of its occurrence. • Promptly, upon the request by the Facility Agent, the Borrower shall supply a certificate signed by two of its directors certifying that no Default is continuing, specifying the Default and the steps, if any, being taken to remedy it. 174 FINANCIAL REPORT Note 27 - Share based payments The Group established a share option plan program that entitles certain employees to register for a number of shares. The share options are only exercisable after a period of three years and for employees still in service after this three year period. Each share option entitles the holder of the option to one EXMAR share. The fair value of services received in return for share options granted are measured by reference to the exercise price of the granted share options. The estimated fair value of the services received is measured based on a binomial lattice model. The contractual life of the option is used as an input into this model. Plan 10 matured at the end of 2023 and of the remaining 321,250 options 317,250 were exercised and 4,000 forfeited. During 2023 and 2022 no new plans were implemented. 2023 2022 Reconciliation of outstanding share options Number of options Weighted average exercise price Number of options Weighted average exercise price Outstanding share options at 1 January 321,250 9.62 651,850 10.08 New options granted 0 0.00 0 0.00 Changes during the year Options exercised -317,250 9.62 0 0.00 Options forfeited -4,000 9.62 -330,600 10.53 Outstanding share options at 31 December 0 9.62 321,250 9.62 Exercisable share options at 31 December 0 N/A 321,250 9.62 At the end of December 2023 there are no options remaining. All plans have been fully expensed since 2018. FINANCIAL REPORT 175 Note 28 - Employee benefits DEFINED BENEFIT PLAN AND SIMILAR LIABILITIES The Group provides pension benefits for most of its employees, either directly or through a contribution to an independent fund. The pension benefits for management staff employed before January 1, 2008 are provided under a defined benefit plan. This plan is organized as a final pay program. For the management, employed as from January 1, 2008, and employees promoted to management as from January 1, 2008 and the management staff who reached the age of 60, the pension benefits are provided under a defined contribution plan. Belgian defined contribution plans are subject to the Law of April 28, 2003 on supplementary pensions (WAP). According to article 24 of this law, the employer has to guarantee a fixed minimum return of 3.25% on employer contributions and of 3.75% on employee contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method. EMPLOYEE BENEFITS (In thousands of USD) 2023 2022 2021 2020 2019 DEFINED BENEFIT PLANS Present value of funded obligations -7,417 -7,523 -9,631 -10,969 -11,535 Fair value of the defined plan assets 6,549 6,601 9,017 9,408 8,839 Present value of net obligations -868 -922 -614 -1,561 -2,696 BELGIAN DEFINED CONTRIBUTION PLAN WITH GUARANTEED RETURN Present value of funded obligations -6,701 -5,690 -8,102 -9,559 -5,340 Fair value of the defined plan assets 6,570 5,571 7,986 9,405 6,438 Present value of net (obligations) assets -131 -119 -116 -154 1,099 Total employee benefits -999 -1,040 -730 -1,715 -1,597 176 FINANCIAL REPORT DEFINED BENEFIT PLAN (In thousands of USD) 2023 2022 CHANGES IN LIABILITIES DURING THE PERIOD ¹ Liability as per 1 January 13,213 17,733 Distributions -1,329 -979 Actual employee's contributions 225 190 Interest expense 499 147 Current service cost 546 515 Actual taxes on contributions paid (excluding interest) -146 -116 Actuarial gains/losses 624 -3,207 Exchange differences 486 -1,070 Liability as per 31 December 14,118 13,213 CHANGES OF FAIR VALUE OF PLAN ASSETS ¹ Plan assets as per 1 January 12,172 17,003 Contributions 1,400 1,124 Distributions -1,329 -979 Interest income 479 146 Actual taxes on contributions paid (excluding interest) -146 -116 Actual administration costs -75 -61 Actuarial gain/loss 168 -3,913 Exchange differences 451 -1,032 Plan assets as per 31 December ² 13,119 12,172 Net defined liability as per 31 December 999 1,040 1. The changes in pension liabilities and plan assets include both the defined benefit plans as the Belgian defined contribution plans which qualify as a de- fined benefit plan. 2. The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR. (In thousands of USD) 2023 2022 EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS Current service expenses -546 -515 Interest expense -499 -147 Expected return on plan assets 479 146 Administration cost -75 -61 Total pension cost recognised in the income statement (see note 9) -642 -577 EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME Recognition of actuarial gains and losses -456 -706 Total pension cost recognised in other comprehensive income -456 -706 FINANCIAL REPORT 177 The expected employer contributions to be paid for the next financial year amount to: (In thousands of USD) 2023 2022 EXPECTED NEXT YEAR CONTRIBUTIONS Best estimate of contributions expected to be paid during next year 990 1,093 The actuarial assumptions and average duration of the plans are detailed below: (In weighted averages) 2023 2022 MOST SIGNIFICANT ASSUMPTIONS Discount rate at 31 December 3.20% 3.75% Expected return on assets at 31 December 3.20% 3.75% Inflation 2.20% 2.20% Duration of defined benefit plans (in years) 8 8 Duration of the Belgian defined contribution plans (in years) 13 14 The plan assets are composed as follows: (In thousands of USD) 2023 2022 Shares 4.0% 5.0% Bonds & loans 87.0% 88.0% Property investments 8.0% 7.0% Cash 1.0% 0.0% Note 29 - Trade and other payables (In thousands of USD) 2023 2022 Trade payables 40,721 35,366 Other payables 96,002 29,100 Deferred income 10,186 11,076 Trade and other payables 146,909 75,542 Of which financial liabilities (Note 30) 134,717 62,730 Trade payables increased in 2023 and is mainly related to the engineering, procurement and conversion contract work Other payables contain advances received, VAT and payroll payables. The increase relates to the contingent consideration liability of USD 78.0 million booked in 2022 relating to TANGO FLNG, which is expected to be settled in the fourth quarter of 2024 (see also Significant judgements and estimates) and has been transferred from non- current to current liabilities. Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire. As a result of the partial disposal of the shares of Ecos Srl the assets and liabilities of the company were derecognized. The impact of the derecognition on trade and other payables is USD 3.5 million on trade payables and USD 1.0 million on other payables. 178 FINANCIAL REPORT Note 30 - Financial risks and financial instruments During the normal course of its business, EXMAR is exposed to various risks as described in more detail in the Corporate Governance Statement. EXMAR is exposed to credit, interest, currency and liquidity risks and in order to hedge this exposure, EXMAR uses different financial instruments, mainly interest rate hedges situated within our equity accounted investees as well as foreign currency forward contracts. EXMAR applies hedge accounting for all hedging relations which meet the conditions to apply hedge accounting (formal documentation and high effectiveness at inception and on an ongoing basis). Financial instruments are recognised initially at fair value. Subsequent to initial recognition, the effective portion of changes in fair value of the financial instruments qualifying for hedge accounting (i.e. cash flow hedges), is recognised in other comprehensive income. Any ineffective portion of changes in fair value and changes in fair value of financial instruments not qualifying for hedge accounting are recognised immediately in profit or loss. Fair value & fair value hierarchy The following table shows financial assets and financial liabilities measured at fair value, including their level in the fair value hierarchy. (In thousands of USD) December 31, 2023 Level 1 Level 2 Level 3 Total Derivative financial asset 0 550 0 550 Equity securities - FVTPL 701 37,227 0 37,928 Total financial assets carried at fair value 701 37,777 0 38,478 Total financial liabilities carried at fair value 0 0 0 0 (In thousands of USD) December 31, 2022 Level 1 Level 2 Level 3 Total Derivative financial asset 0 573 0 573 Equity securities - FVTPL 1,054 795 0 1,849 Total financial assets carried at fair value 1,054 1,368 0 2,422 Total financial liabilities carried at fair value 0 0 0 0 Financial instruments other than those listed above are all measured at amortized cost. Credit risk Credit risk policy The Group is exposed to credit risk from its operating activities (primarily trade and other receivables and transactions with equity accounted investees) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. Credit risk is monitored closely and by each segment on an ongoing basis by the Group and creditworthiness controls are carried out if deemed necessary. The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that own or operate a LPG vessel or Offshore platform. As all vessels are operational and generate income or are pledged as a security for the underlying borrowing, we do not anticipate any recoverability issues for the outstanding borrowings (after impairment) to equity accounted investees. The equity accounted investees for whom the share in the net assets is negative, are allocated to other components (mainly deducted from receivables) of the investor’s interest in the equity accounted investee and if the negative net asset exceeds the investor’s interest, a corresponding liability is recognized to the extent that the Group has a legal or constructive obligation. The terms of the shareholder loans are discussed in Note 18 Borrowings to equity accounted investees of this annual report. EXMAR reviews the recoverable amount of each trade and other receivable on an individual basis at the end of the reporting period to ensure that an adequate loss allowance is made for irrecoverable amounts. Monitoring procedures are also in place to ensure that follow-up action is taken to recover overdue debts. In this regard, considering historical default rates below 1% for 2023 and 2022, Group management considers that the group’s credit risk is remote. The Group only engages with banks with a good credit rating. The Group monitors and manages exposures to banks with approved counterparty credit limits and credit risk parameters in order to mitigate the risk of default. FINANCIAL REPORT 179 Exposure to risk (In thousands of USD) 2023 2022 Borrowings to equity accounted investees 11,597 6,997 Derivative financial assets 550 573 Other investments - equity instruments at FVTPL 37,928 3 Trade and other receivables (see Note 22) 83,643 59,778 Restricted cash 0 0 Cash and cash equivalents 176,930 519,553 Carrying amount of financial assets 310,649 586,904 The carrying amounts of the financial assets represent the maximum credit exposure. Impairment losses As past due outstanding receivable balances are immaterial, no ageing analysis is disclosed. At year-end 2022, we recorded impairment charges for borrowings to and trade receivable balances from equity accounted investees for a total amount of USD 11.4 million. The impairment for borrowings to and trade receivable balances from equity accounted investees was partially reversed at year-end 2023 and amounts to USD 6.7 million. Impairment charges on other (non-trade) third party receivable balances increased by USD 1.9 million to USD 3.9 million. Interest risk Interest risk policy The interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk, the Group makes use of interest hedging instruments available on the market when management is of the opinion that it is favorable to do so. For the moment, no interest rate swaps exist within our subsidiaries. On the other hand, different interest rate swaps exist within our equity accounted investees. The Group applies hedge accounting when the conditions to apply hedge accounting are met. In case no hedge accounting is applied, the changes in fair value are recorded in the statement of profit or loss. Exposure to risk (In thousands of USD) 2023 2022 Total borrowings (excluding lease liabilities) 256,290 208,083 with fixed interest rate 138,389 154,669 with variable interest rate 117,901 53,414 Net exposure 117,901 53,414 The amount of variable interest rate borrowings increased significantly during 2023 as a result of the new facility agreement for the financing of the FSRU EEMSHAVEN (see Note 26 Borrowings). Sensitivity analysis In case the interest rate would increase/decrease with 50 basis points, the financial statements would be impacted with the following amounts (assuming that all other variables remain unchanged): (In thousands of USD) 2023 2022 + 50 bp - 50 bp + 50 bp - 50 bp Variable interest rate borrowings 590 -590 267 -267 Interest rate swaps and cross-currency rate swaps 0 0 0 0 Sensitivity (net), of which 590 -590 267 -267 Impact in profit and loss 590 -590 267 -267 Impact in equity 0 0 0 0 A significant portion of EXMAR’s interest income is derived from borrowings to equity accounted investees with variable interest rates. Any increase/decrease in the interest rate would result in an increase/decrease of interest income but would mainly be offset by an increase/ decrease in the interest expense recognized by the equity accounted investee for a corresponding amount. Accordingly, any increase/decrease in the variable interest rate applied on the borrowings to equity accounted investees would have no impact on the net result of the Group. 180 FINANCIAL REPORT Therefore, borrowings to equity accounted investees have not been included in the above sensitivity analysis. Currency risk The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses and the Bexco activities, which are expressed in EUR. In order to monitor the currency risk, the Group uses a range of foreign currency rate hedging instruments and forward contracts if deemed necessary. At year-end 2023, no financial instrument contracts were outstanding to cover the EUR/USD. Exposure to risk Exposure to currency risk, based on notional amounts in thousands of foreign currency: (In thousands of local 2023 2022 currency) EUR NOK XAF ARS EUR NOK XAF ARS Receivables 9,730 91 1,975,725 230,930 12,435 1,899 434,754 225,083 Payables -11,464 -97 0 -83,302 -16,083 0 -12,801 -37,564 Interest-bearing loans 0 0 0 0 0 0 0 0 Balance sheet exposure -1,734 -5 1,975,725 147,628 -3,648 1,899 421,953 187,519 Forward contracts Net exposure -1,734 -5 1,975,725 147,628 -3,648 1,899 421,953 187,519 In thousands of USD -1,916 -1 3,328 183 -3,891 193 686 1,059 The above overview reflects the exposure for the top-4 currency risks. Sensitivity analysis As per December 31, 2023 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of profit or loss with USD -0.2 million (2022: USD -0.4 million). A 10.0% decrease of the EUR/USD rate would impact the profit or loss statement with the same amount (opposite sign). As per December 31, 2023 an increase in the year-end XAF/USD rate of 10% would affect the statement of profit or loss with USD +0.33 million (2022: USD +0.07 million). A 10.0% decrease of the XAF/ USD rate would impact the profit or loss statement with the same amount (opposite sign). Liquidity risk Liquidity risk policy The Group manages the liquidity risk in order to meet financial obligations as they fall due. The risk is managed through a continuous cash flow projection follow-up, monitoring balance sheet liquidity ratio’s against internal and regulatory requirements and maintaining a diverse range of funding sources with adequate back-up facilities. Different debt covenants exist that require compliance with certain financial ratio’s. As of December 31, 2023, EXMAR was compliant with all covenants. We also refer in this respect to Note 26 Borrowings. Maturity analysis of financial liabilities, borrowings to equity accounted investees and financial guarantees Our current financial liabilities such as trade and other payables are expected to be paid within the next twelve months and are therefore not included in the tables below. The contractual maturities of our financial liabilities and our borrowings to equity accounted investees, including estimated interest payments, are detailed in the tables below. The contractual maturities of our financial liabilities are based on the contractual amortization tables of the facilities. The undrawn parts of our credit facilities are not included in the tables below. The contractual maturities of our borrowings to equity accounted investees are based on the cash flow projections for future years for the EXMAR LPG shareholder’s loan and the expected repayment of the loan for the Electra Offshore Ltd facility, excluding netting of negative net assets (see Note 18 Borrowings to equity accounted investees). EXMAR has also provided guarantees to financial institutions that have provided credit facilities to her equity accounted investees. The amount that EXMAR would have to pay if the guarantee is called on, is disclosed below under financial guarantees. FINANCIAL REPORT 181 (In thousands of USD) Curr. Interest rate Matur. Carrying amount Contractual cash flows December 31, 2023 Total < 1 year 1-2 years 2-5 years > 5 years Bank loans VLGC's USD 5,62% 2036 -129,740 -190,631 -13,258 -13,104 -39,026 -125,243 Bank/other loans - pressurized fleet USD LIBOR+ 2.4% 2023 - 2025 -15,820 -26,063 -12,586 -13,477 0 0 Bank loan - EEMSHAVEN USD LIBOR+ 2.5% 2023 -94,746 -112,735 -20,047 -18,789 -73,899 0 Bank loans - other EUR EURIBOR + 1.7% 2028 -15,983 -6,598 -6,605 -115 122 0 Lease liabilities USD -3,277 -1,880 -464 -463 -953 0 Lease liabilities EUR -4,955 -5,085 -1,400 -1,363 -1,544 -778 Lease liabilities SGD -454 -205 -134 -71 1 0 Lease liabilities CNY 0 -19 -19 0 0 0 Lease liabilities INR -199 -244 -53 -56 -135 0 Lease liabilities XAF -136 -147 -51 -51 -46 0 -265,311 -343,608 -54,618 -47,487 -115,482 -126,022 Borrowings to equity accounted investees USD 11,597 12,989 12,989 0 0 0 Financial guarantees USD 0 -237,584 -31,301 -30,754 -175,530 0 (In thousands of USD) Curr. Interest rate Matur. Carrying amount Contractual cash flows December 31, 2022 Total < 1 year 1-2 years 2-5 years > 5 years Bank loans VLGC's USD 5,62% 2036 -135,492 -203,954 -13,323 -13,258 -39,210 -138,163 Bank/other loans - pressurized fleet USD LIBOR+ 2.4% 2023 - 2025 -61,752 -62,831 -36,038 -16,190 -10,604 0 Bank loan - EXCALIBUR USD LIBOR+ 2.5% 2023 -10,004 -10,458 -10,458 0 0 0 Bank loans - other EUR EURIBOR + 1.7% 2028 -835 -372 -356 -16 0 0 Lease liabilities USD -2,127 -2,387 -507 -464 -1,416 0 Lease liabilities EUR -7,985 -8,516 -1,533 -1,287 -2,441 -3,255 Lease liabilities SGD -65 -66 -66 0 0 0 Lease liabilities INR -66 -332 -20 0 0 0 Lease liabilities CNY -21 -22 -22 0 0 0 -218,347 -288,939 -62,322 -31,216 -53,670 -141,419 Borrowings to equity accounted investees USD 7,000 7,840 7,840 0 0 0 Financial guarantees USD 0 -270,796 -56,458 -27,661 -186,676 0 182 FINANCIAL REPORT Fair values Carrying amounts versus fair values (In thousands of USD) 2023 2022 FV hierarchy Carrying amount Fair value FV hierarchy Carrying amount Fair value Borrowings to equity accounted investees 2 11,597 11,597 2 7,000 7,000 Other investments - equity instruments at FVTLP 1/2 37,928 37,928 1/2 1,849 1,849 Derivative financial asset 2 550 550 2 573 573 Borrowings (excluding lease liabilities) 2 -256,290 -280,280 2 -208,083 -234,700 -206,214 -230,204 -198,661 -225,278 The financial assets and liabilities carried at fair value are analysed and a hierarchy in valuation method has been defined: • Level 1 being quoted bid prices in active markets for identical assets or liabilities. • Level 2 being inputs in other than quoted prices included in level 1 that are observable for the related assets and liabilities, either directly (as prices) or indirectly (derived from prices); • Level 3 being inputs for the asset or liability that are not based on observable market data. The breakdown between level 1 and 2 of the equity instruments at FVTPL is shown in the beginning of this note. Basis for determining fair values: • Borrowings to equity accounted investees: present value of future cash flows, discounted at the market rate of interest at reporting date or the fair value of the underlying pledged asset • Equity instruments at FVTPL: - Quoted closing bid price at reporting date for Frontera shares - Non-quoted closing fixing price at reporting date through a public auction via Euronext for Sibelco shares - Vantage Drilling is an Over-the-counter (OTC) security and as a consequence not listed on a major exchange in the United States and is instead traded via a broker-dealer network. Pricing is set according to the bid/ ask principle. • Forward contracts: present value of the difference between the forward price at reporting date and the forward price paid • Interest bearing loans: present value of future cash flows, discounted at the market rate of interest at reporting date. For certain financial assets and liabilities (trade and other receivables, cash and cash equivalents, trade and other payables and lease liabilities) not carried at fair value, no fair value is disclosed because the carrying amounts are a reasonable approximation of the fair values. FINANCIAL REPORT 183 Note 31 – Leases Leases as a lessee The Group leases properties, motor vehicles and IT equipment. (In thousands of USD) RIGHT-OF-USE ASSETS Property IT equipment Total Balance as per December 31, 2022 10,143 768 10,910 Balance as per December 31, 2023 9,152 510 9,661 For the full roll forward schedule in respect of the right-of-use assets including the depreciation charge for the year, we refer to Note 15 Right-of-use assets of this annual report. The Group has several lease contracts that include extension or termination options. These options are negotiated by management to provide flexibility in managing its lease portfolio. Judgement is applied in determining whether these extension and options are reasonably certain to be exercised (see Note 1 Accounting policies). For the maturity analysis in respect of related lease liabilities, we refer to Note 30 Financial risks and financial instruments. Amounts recognised in profit or loss (In thousands of USD) LEASES UNDER IFRS 16 2023 2022 Interest on lease liability 238 266 Expenses related to short-term leases and low value assets 468 499 184 FINANCIAL REPORT Note 32 - Capital commitments As per December 31, 2023, the Group has capital commitments for a total value of USD 284.8 million, whereto USD 63.9 million advances have been paid in 2022 and 2023. This relates to an order placed by EXMAR together with its joint-venture partner SEAPEAK (each 50%) for four 46,000m 3 newbuild dual-fuel MGC’s. EXMAR’s outstanding commitment for the order is USD 110.5 million. Note 33 – Contingencies Several of the Group’s companies are involved in a number of legal disputes arising from their day-to-day operations. Management does not expect the outcome of these procedures to have any material effect on the Group’s financial position. Leases as a lessor The Group entered into long-term time charter agreements for certain assets in its fleet. In respect of lease classification, it was judged that substantially all risks and rewards remain with the Group. As a consequence, these agreements qualify as operating leases. Rental income recognised by the Group during 2023 was USD 108.9 million (2022: USD 65.1 million). The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date. No variable lease payments are included. The decrease in total lease payments (at the subsidiaries) compared to 2022 is mainly the result of: • Lease contracts of VLGC and EEMSHAVEN coming closer to maturity: decrease by USD 60 million • New contracts midsize: increase by USD 29 million • An extra year included for the ten-year charter agreement for the EXCALIBUR FSU with Eni is an increase of USD 24 million. The operating lease amounts below for the equity accounted investees are limited to EXMAR’s share in the expected operating lease payments. (In thousands of USD) 2023 2022 Less than one year 81,029 80,662 One to two years 65,421 62,765 Two to three years 57,407 62,646 Three to four years 36,714 55,187 Four to five years 22,075 32,850 More than five years 109,500 85,045 Total operating leases under IFRS 16 (Subsidiaries) As of December 31 372,147 379,155 Less than one year 77,283 72,472 One to two years 20,524 28,349 Two to three years 5,432 16,101 Three to four years 1,806 5,432 Four to five years 0 1,806 More than five years 0 0 Total operating leases under IFRS 16 (equity accounted investees) As of December 31 105,045 124,160 FINANCIAL REPORT 185 Note 34 - Related parties Ultimate controlling party Saverex NV, the major Belgian shareholder of EXMAR NV prepares IFRS consolidated financial statements which are publicly available. Saverex NV is controlled by Mr. Nicolas Saverys (Executive chairman of the Board of Directors of EXMAR). Transactions with controlling shareholder and with controlling shareholder related parties Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 91 to the Group in 2023 (same period 2022: KEUR 79). The outstanding balance at December 31, 2023 amounted to KEUR 28 (year- end 2022: KEUR 27). Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 2.400 during 2023 (same period 2022: KEUR 2.900), which was fully paid by December 31, 2023 (year-end 2022: KEUR 0). Furthermore, Saverex charged KEUR 1 administrative expenses in 2023 (same period 2022: KEUR 0) and KEUR 0 time-charter revenue for the yacht “Douce France” to EXMAR Yachting (same period 2022: KEUR 232). The balance outstanding at year-end 2023 amounted to KEUR 0 (year-end 2022: KEUR 0). EXMAR Shipmanagement charged KEUR 111 to Saverex for shipmanagement services in respect of the yacht "Douce France" in 2023 (same period 2022: KEUR 61), for which KEUR 4 is outstanding (year-end 2022: KEUR 1). Travel PLUS invoiced a total of KEUR 89 to Saverex in respect of travel services provided during 2023 (same period 2022: KEUR 33), of which KEUR 0 is outstanding (year-end 2022: KEUR 1). Furthermore, during 2023, an amount of KEUR 204 (same period 2022: KEUR 108) was invoiced to Mr Nicolas Saverys as a recharge of private expenses. The related outstanding balance amounted to KEUR 42 (year-end 2022: KEUR 11). Transactions with related parties are at arm’s length conditions. Transactions with joint ventures and associated companies EXMAR provides general, accounting, corporate, site supervision and ship management services to its joint ventures and associates. For these services, fees are charged based on contractual agreements between all parties involved. Below table gives an overview of the significant receivables, significant payables and the related P&L amount of services provided and received. December 31, 2023 December 31, 2022 (In thousands of USD) Receivables Payables Receivables Payables Ship management services 11,840 0 2,905 1,591 General, accounting and corporate services 1,018 0 1,151 0 Site supervision & plan approval services 0 0 0 0 Rental services 0 0 0 0 2023 2022 (In thousands of USD) Services provided P&L Services received P&L Services provided P&L Services received P&L Ship management services 15,156 0 12,752 0 General, accounting and corporate services 1,112 0 999 0 Site supervision & plan approval services 0 0 0 0 Rental & other services 0 0 0 0 EXMAR also provides borrowings to its joint ventures and associates for which an interest income is recognised in the financial statements. We refer to Note 18 Borrowings to equity accounted investees for an overview of these borrowings and to Note 11 Finance result for the total amount of interest income. 186 FINANCIAL REPORT Transactions with key management personnel In respect of the transactions with key management personnel, we refer to the Remuneration report of 2023 which is included in this financial report (see Corporate Governance Statement). For information relating to conflicts of interests, we refer to the report Board of Directors. Key management (personnel) recharged KEUR 83 expenses (same period 2022: KEUR 82). The relating outstanding amount per December 31, 2023 in respect of these services is KEUR 0 (year-end 2022: KEUR 0). Board of Directors (In thousands of EUR) 2023 2022 Chairman 100 100 Other members (individual amount) 50 50 Total paid 469 500 The total amount paid to the members of the Board of Directors represents the total payments to all non-executive and independent directors for the activities as members of the Board of Directors. The executive directors of EXMAR are only remunerated in their capacity as executive and not in their capacity as executive director/member of the Board. No loans were granted to the members of the Board in 2023 nor 2022. The outstanding amount in respect of recharged private expenses to Mr. Nicolas Saverys was zero per December 31, 2023 and 2022. Audit and Risk Committee (In thousands of EUR) 2023 2022 Chairman 20 20 Other members (individual amount) 10 10 Total paid 50 50 Nomination and Remuneration Committee (In thousands of EUR) 2023 2022 Members (individual amount) 10 10 Total paid 30 30 Executive Committee In line with EXMAR’s total reward principles, the form and level of the Company’s executive remuneration are aligned to company performance and individual skills and performance. The remuneration package is composed of three main elements: • The fixed annual remuneration; • The short-term variable remuneration (STI – short term incentive); • The long-term variable remuneration (LTI- long term incentive). The level and structure of the compensation packages are aligned with market practices for similar functions at comparable companies. End 2023, the Executive Committee consisted of four members. Customary notice periods and severance pay are provided in the agreements with the members of the Executive Committee, taking into account factors such as the position and experience of the executive manager in question, and always within the applicable legal framework. (In thousands of EUR) EXECUTIVE COMMITTEE, excluding CEO 2023 2022 Total fixed remuneration 1,556 1,270 of which for insurance and pension plan 0 0 of which value of share options 0 0 Total variable remuneration 1,205 574 FINANCIAL REPORT 187 (In thousands of EUR) Nicolas Saverys/Saverex 2023 2022 Total fixed remuneration 1,200 900 of which for insurance and pension plan 0 0 of which value of share options 0 0 Total variable remuneration 1,200 2,000 (In thousands of EUR) CEO 2023 2022 Total fixed remuneration 575 575 of which for insurance and pension plan 0 0 of which value of share options 0 0 Total variable remuneration 288 500 No loans were granted to the members of the executive committee in 2023 or 2022. The total number of options (plan 10) granted to key management are as follows: NUMBER OF SHARES GRANTED 2023 2022 Nicolas Saverys 0 60,000 0 60,000 A number of key management personnel, or their close family members, hold positions in other companies that result in them having control or joint control over these companies. None of these companies transacted with the Group during the year. 188 FINANCIAL REPORT Note 35 - Group entities CONSOLIDATED COMPANIES Country of incorporation Consolidation method Ownership 2023 2022 Joint ventures Estrela Ltd Hong Kong Equity 50.00% 50.00% EXMAR Gas Shipping Ltd Hong Kong Equity 50.00% 50.00% EXMAR LPG BV Belgium Equity 50.00% 50.00% EXMAR Shipping BV Belgium Equity 50.00% 50.00% Good Investment Ltd Hong Kong Equity 50.00% 50.00% Monteriggioni Inc Liberia Equity 50.00% 50.00% Associates ECOS SRL ² Italy Equity 33.33% 60.00% Electra Offshore Ltd Hong Kong Equity 40.00% 40.00% Exview Hong Kong Ltd Hong Kong Equity 40.00% 40.00% Marpos NV Belgium Equity 45.00% 45.00% Springmarine Nigeria Ltd Nigeria Equity 40.00% 40.00% Subsidiaries Ahlmar Germany GmbH Germany Full 100.00% 100.00% Bexco NV Belgium Full 100.00% 100.00% DV Offshore SAS France Full 100.00% 100.00% EXMAR Argentina Argentina Full 100.00% 100.00% EXMAR Energy Hong Kong Ltd Hong Kong Full 100.00% 100.00% EXMAR Energy Netherlands BV Netherlands Full 100.00% 100.00% EXMAR Energy Services BV Netherlands Full 100.00% 100.00% EXMAR Export Netherlands Netherlands Full 100.00% 100.00% EXMAR Fortitude LNG Limited ¹ Netherlands Full 100.00% 100.00% EXMAR FSRU Hong Kong Ltd Hong Kong Full 100.00% 100.00% EXMAR Holdings Ltd Liberia Full 100.00% 100.00% EXMAR Hong Kong Ltd Hong Kong Full 100.00% 100.00% EXMAR Import LNG Netherlands BV ¹ Netherlands Full 100.00% 100.00% EXMAR LPG Holding BV Belgium Full 100.00% 100.00% EXMAR LNG Investments Ltd Liberia Full 100.00% 100.00% EXMAR Lux SA Luxembourg Full 100.00% 100.00% EXMAR Marine NV Belgium Full 100.00% 100.00% EXMAR Netherlands BV Netherlands Full 100.00% 100.00% EXMAR NV Belgium Full 100.00% 100.00% EXMAR Offshore Company USA Full 100.00% 100.00% EXMAR Offshore Ltd Bermuda Full 100.00% 100.00% EXMAR Offshore Services SA Luxembourg Full 100.00% 100.00% EXMAR Offshore BV Belgium Full 100.00% 100.00% EXMAR Singapore Pte Ltd Singapore Full 100.00% 100.00% EXMAR Shipmanagement BV Belgium Full 100.00% 100.00% EXMAR Shipmanagement India Private Ltd India Full 100.00% 100.00% EXMAR Shipping USA Inc ³ USA Full 0.00% 100.00% EXMAR Small Scale LPG NL BV Netherlands Full 100.00% 100.00% EXMAR Small Scale LPG HK Ltd Hong Kong Full 100.00% 100.00% EXMAR Small Scale LPG BE BV Belgium Full 100.00% 100.00% EXMAR (UK) Shipping Company Ltd Great-Britain Full 100.00% 100.00% EXMAR VLGC BV Belgium Full 100.00% 100.00% EXMAR VLGC Netherlands BV Netherlands Full 100.00% 100.00% EXMAR Yachting BV Belgium Full 100.00% 100.00% Franship Offshore Lux SA Luxembourg Full 100.00% 100.00% Internationaal Maritiem Agentschap NV Belgium Full 99.03% 99.03% Seavie Caribean Ltd Jamaica Jamaica Full 100.00% 100.00% Seavie Private Ltd India Full 100.00% 100.00% Solaia Shipping Llc Liberia Full 100.00% 100.00% Tecto Cyprus Ltd Cyprus Full 100.00% 100.00% Tecto Luxembourg SA Luxembourg Full 100.00% 100.00% Travel Plus BV Belgium Full 100.00% 100.00% 1. New company in 2023 2. Shares sold 3. Company liquidated in 2023 FINANCIAL REPORT 189 Note 36 - Fees statutory auditor The worldwide audit and other fees in respect of services provided by the statutory auditor or companies or persons related to the auditors, can be detailed as follows: (In thousands of EUR) 2023 2022 Audit services 439 397 Audit related services 257 174 Tax services 60 30 Fees statutory auditor 756 601 For 2023 and 2022, the non-audit fees do not exceed the audit fees. Note 37 - Subsequent events In the first quarter of 2024 subsequent events occurred. EXMAR increased its holding in Vantage Drilling International in the first quarter of 2024 to 12.1% via the purchase of additional 75,000 shares for USD 1.8 million. Our 40% equity owned investee, Electra Offshore Ltd (note 17 Financial information equity accounted investees), sold its accommodation and work barge WARIBOKO to Adnoc for an amount of USD 13.7 million, net of selling costs, in March 2024. EXMAR stated the investments in and the receivables from the companies, owning and operating the barge, as of December 31, 2023 at their net realisable value (read note 18 Borrowings to equity accounted investees) taking the sale into consideration. The joint venture between EXMAR and Seapeak ordered, as part of its strategy to develop a rejuvenated MGC fleet with zero emission capabilities, two additional dual-fuel ammonia MGCs for a price of USD 80.5 million per vessel. No other subsequent events occurred. 190 FINANCIAL REPORT Significant judgements and estimates The significant judgements and estimates that might have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year relate to: Impairment Management performs at least annually an impairment analysis for its fleet and this analysis did not reveal any additional impairment risks at year-end 2023. We also refer to Note 13 Vessels and barges and Note 16 Investments in equity accounted investees as disclosed in this report for additional information. Contingent consideration liability During 2022, EXMAR sold 100% of the shares of Export LNG Ltd, the owner of the floating liquefaction unit TANGO FLNG, to ENI. The sales agreement contains a price adjustment clause between plus USD 44.0 million and minus USD 78.0 million, depending on the actual performance of the TANGO FLNG during the first six months on site. Considering the uncertainties and challenges related to the start-up activities of the TANGO FLNG in Congo, management deferred USD 78.0 million and presented this as a non-current contingent consideration liability. There is no new information available on December 31, 2023 with the exception of the envisaged start of commercial production in the second quarter of 2024. The provision of USD 78 million is consequently transferred to current other payables. Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report The Board of Directors, represented by Nicolas Saverys (Chairman) and Francis Mottrie (representing FMO BV), and the Executive Committee, represented by Carl-Antoine Saverys, CEO (representing CA SAVER BV) and Hadrien Bown, CFO (representing HAX BV), hereby confirm that, to the best of their knowledge, • the consolidated financial statements for the year ended December 31, 2023, which have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the entities included in the consolidation as a whole, and • the management report includes a fair overview of the important events that have occurred during the financial period and of the major transactions with the related parties, and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties they are exposed to. FINANCIAL REPORT 191 Statutory auditor’s report to the shareholders’ meeting of Exmar NV for the year ended 31 December 2023 - Consolidated financial statements In the context of the statutory audit of the consolidated financial statements of EXMAR NV (“the company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report. We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 16 mei 2023, in accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders’ meeting deliberating on the financial statements for the year ending 31 December 2025. We have performed the statutory audit of the consolidated financial statements of EXMAR NV for 7 consecutive periods. Report on the consolidated financial statements Unqualified opinion We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position as at 31 December 2023, the consolidated statement of profit or loss and consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 926 933 (000) USD and the consolidated statement of comprehensive income shows a profit for the year then ended of 72 007 (000) USD. In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial position as of 31 December 2023 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. Basis for the unqualified opinion We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence. We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion. 192 FINANCIAL REPORT Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters How our audit addressed the key audit matters Impairment of property, plant and equipment – vessels and barges • Property, plant and equipment – vessels and barges with a carrying amount of 415 747 (000) USD represent 45% of the consolidated statement of financial position as at 31 December 2023. Management’s assessment of the valuation of property, plant and equipment is significant to our audit because this process is complex and requires significant management judgement. Reference to disclosures • We refer to the consolidated financial statements, including notes to the consolidated financial statements: note 13 – Vessels & barges. • We considered the process and the internal controls implemented by management and we carried out testing relating to the design and implementation of management’s controls to assess impairment indicators and perform impairment testing. • We validated for each cash generating unit if impairment indicators, as determined by IAS 36, were considered in the impairment assessment of management. • We obtained the appraisal reports from external brokers which are used by management to test for impairment indicators and to determine the fair value less costs to sell (“FVLCTS”) of the vessels. • Where relevant, we tested management’s assumptions used in the value in use (“VIU”) calculations especially the most critical assumptions such as the post contract charter rates and discount rates. In challenging these assumptions, we took into account actual results, negotiated contract terms, external data, independent market reports, market conditions and potential climate change related impacts. • We evaluated the adequacy of the disclosures regarding the impairments of property, plant and equipment. FINANCIAL REPORT 193 Responsibilities of the board of directors for the preparation of the consolidated financial statements The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so. Responsibilities of the statutory auditor for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company’s business has been conducted or will be conducted. As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control; • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors; • conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern; • evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 194 FINANCIAL REPORT We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter. Other legal and regulatory requirements Responsibilities of the board of directors The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated financial statements, the statement of non-financial information attached to the directors’ report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements. Responsibilities of the statutory auditor As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report on the consolidated financial statements, the statement of non-financial information attached to the directors’ report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these matters. Aspects regarding the directors’ report on the consolidated financial statements In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations. In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors’ report on the consolidated financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such material misstatement. The non-financial information as required by article 3:32, § 2 of the Code of companies and associations, has been disclosed in the directors’ report on the consolidated financial statements. This non-financial information has been established by the company in accordance with the internationally recognised framework. In accordance with article 3:80 § 1, 5° of the Code of companies and associations we do not express any opinion on the question whether this non-financial information has been established in accordance with this internationally recognised framework. Statements regarding independence • Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate. • The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements. Single European Electronic Format (ESEF) • In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815 of 17 December 2018 ("Delegated Regulation"). • The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (“digital consolidated financial statements”) included in the annual financial report. • Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated by the Delegated Regulation. FINANCIAL REPORT 195 • Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial statements included in the annual financial report of EXMAR NV as of 31 December 2023 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation. Other statements • This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014. Signed at Zaventem. The statutory auditor Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL Represented by Fabio De Clercq 196 FINANCIAL REPORT FINANCIAL REPORT 197 5.3 198 FINANCIAL REPORT Statutory Financial Statements 5.3 FINANCIAL REPORT 199 Statutory financial statements The statutory accounts of EXMAR NV are disclosed hereafter in a summarised version. The full version will be filed with the National Bank of Belgium. The full version is available on the Company’s website (www.EXMAR.be) and a copy can be obtained free of charge on request. An unqualified audit opinion has been expressed by the statutory auditor. (In thousands of USD) 31/12/2023 31/12/2022 BALANCE SHEET Fixed assets 320,512 280,675 (In-)tangible assets 192 71 Financial assets 320,320 280,604 Current assets 137,269 576,413 Amounts receivable within one year 53,723 79,651 Investments 18,147 489,052 Cash and cash equivalents 64,427 6,740 Accrued income and deferred charges 973 970 Total assets 457,781 857,088 Equity 306,609 680,704 Capital 88,812 88,812 Share premium 124,634 209,902 Reserves 87,200 89,976 Accumulated profits 5,964 292,014 Provisions and deferred taxes 13,296 800 Provisions 13,296 800 Liabilities 137,875 175,584 Amounts payable within one year 137,875 175,584 Total equity and liabilities 457,781 857,088 (In thousands of USD) 01/01/2023 01/01/2022 STATEMENT OF PROFIT OR LOSS 31/12/2023 31/12/2022 Operating income 6,121 4,163 Operating expenses -28,415 -15,013 Operating result -22,293 -10,850 Financial income 36,334 268,949 Financial expenses -11,598 -21,831 Result for the year before tax 2,443 236,268 Income tax 192 -276 Result for the year 2,634 235,992 Appropriation of result Result to be appropriated 294,648 419,661 Transfer from/(to) capital and reserves 88,045 -8,145 Result to be carried forward -5,964 -292,014 Distribution of result -376,729 -119,502 200 FINANCIAL REPORT