EXMAR NV

5493006GOR72R0ZYBN98-2024-12-31-0-en.xhtml 5493006GOR72R0ZYBN982024-01-012024-12-315493006GOR72R0ZYBN982023-01-012023-12-315493006GOR72R0ZYBN982024-12-315493006GOR72R0ZYBN982023-12-315493006GOR72R0ZYBN982022-12-315493006GOR72R0ZYBN982024-12-31ifrs-full:IssuedCapitalMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:IssuedCapitalMember5493006GOR72R0ZYBN982024-12-31ifrs-full:SharePremiumMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:SharePremiumMember5493006GOR72R0ZYBN982024-12-31ifrs-full:RetainedEarningsMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:RetainedEarningsMember5493006GOR72R0ZYBN982024-12-31ifrs-full:TreasurySharesMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:TreasurySharesMember5493006GOR72R0ZYBN982024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember5493006GOR72R0ZYBN982024-12-31ifrs-full:ReserveOfCashFlowHedgesMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:ReserveOfCashFlowHedgesMember5493006GOR72R0ZYBN982024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:ReserveOfSharebasedPaymentsMember5493006GOR72R0ZYBN982024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493006GOR72R0ZYBN982024-12-31ifrs-full:NoncontrollingInterestsMember5493006GOR72R0ZYBN982024-01-012024-12-31ifrs-full:NoncontrollingInterestsMember5493006GOR72R0ZYBN982023-12-31ifrs-full:IssuedCapitalMember5493006GOR72R0ZYBN982023-12-31ifrs-full:SharePremiumMember5493006GOR72R0ZYBN982023-12-31ifrs-full:RetainedEarningsMember5493006GOR72R0ZYBN982023-12-31ifrs-full:TreasurySharesMember5493006GOR72R0ZYBN982023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember5493006GOR72R0ZYBN982023-12-31ifrs-full:ReserveOfCashFlowHedgesMember5493006GOR72R0ZYBN982023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember5493006GOR72R0ZYBN982023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493006GOR72R0ZYBN982023-12-31ifrs-full:NoncontrollingInterestsMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:RetainedEarningsMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:NoncontrollingInterestsMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:ReserveOfCashFlowHedgesMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:IssuedCapitalMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:SharePremiumMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:TreasurySharesMember5493006GOR72R0ZYBN982023-01-012023-12-31ifrs-full:ReserveOfSharebasedPaymentsMember5493006GOR72R0ZYBN982022-12-31ifrs-full:IssuedCapitalMember5493006GOR72R0ZYBN982022-12-31ifrs-full:SharePremiumMember5493006GOR72R0ZYBN982022-12-31ifrs-full:RetainedEarningsMember5493006GOR72R0ZYBN982022-12-31ifrs-full:TreasurySharesMember5493006GOR72R0ZYBN982022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember5493006GOR72R0ZYBN982022-12-31ifrs-full:ReserveOfCashFlowHedgesMember5493006GOR72R0ZYBN982022-12-31ifrs-full:ReserveOfSharebasedPaymentsMember5493006GOR72R0ZYBN982022-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493006GOR72R0ZYBN982022-12-31ifrs-full:NoncontrollingInterestsMemberiso4217:USDiso4217:USDxbrli:shares 5. Financial report 5.1 Annual report of the Board of Directors to the shareholders 152 5.2 Consolidated financial statements 158 5.3 Statutory financial statements EXMAR NV 226 150 5. FINANCIAL REPORT 151 Contents 5.1 Annual report of the Board of Directors to the shareholders 152 5.2 Consolidated financial statements 158 Consolidated statement of financial position 159 Consolidated statement of profit and loss and other comprehensive income 160 Consolidated statement of cash flows 161 Consolidated statement of changes in equity 162 Note 1 – Accounting policies 164 Note 2 – Segment reporting 175 Note 3 – Reconciliation segment reporting 180 Note 4 – Divestitures 184 Note 5 – Revenue 184 Note 6 – Gain on disposal 185 Note 7 – Vessel and engineering project expenses 186 Note 8 – Purchase of goods 186 Note 9 – General and administrative expenses 186 Note 10 – Personnel expenses 186 Note 11 – Other Operating Expenses 187 Note 12 – Finance result 187 Note 13 – Income taxes 188 Note 14 – Vessels and barges 189 Note 15 – Other property, plant and equipment 191 Note 16 – Right -of- use assets 192 Note 17 – Investments in equity accounted investees 193 Note 18 – Financial information equity accounted investees 194 Note 19 – Borrowings to equity accounted investees 197 Note 20 – Tax assets and liabilities 198 Note 21 – Financial Assets at FVTPL 199 Note 22 – Inventories 199 Note 23 – Trade and other receivables 200 Note 24 – Cash and cash equivalents 200 Note 25 – Share capital and reserves 200 Note 26 – Earnings per share 201 Note 27 – Borrowings 202 Note 28 – Share based payments 205 Note 29 – Employee benefits 205 Note 30 – Trade and other payables 208 Note 31 – Financial risks and financial instruments 208 Note 32 – Leases 214 Note 33 – Capital commitments 215 Note 34 – Contingencies 215 Note 35 – Related parties 215 Note 36 – Group entities 218 Note 37 – Fees statutory auditor 220 Note 38 – Subsequent events 220 Significant judgements and estimates 220 Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report 221 5.3 Statutory financial statements EXMAR NV 226 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 152 Annual report of the Board of Directors to the shareholders 5.1 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 153 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, 2024 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 2024 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 2024, the EXMAR Group achieved a consolidated profit of USD 181.0 million (USD 72.0 million in 2023). Revenue decreased in 2024 by USD 138.4 million to USD 348.9 million due to (i) lower Infrastructure revenue from conversion works for TANGO FLNG and EXCALIBUR for the Marine XII project in Congo, and from the EEMSHAVEN LNG in the Netherlands (ii) lower revenue in Supporting Services from Bexco NV sold in May 2024, partially compensated by (iii) higher revenue from engineering projects managed by EXMAR Offshore Company in Houston, USA and (iv) higher operations and maintenance revenue in Supporting Services. Gain on disposal amounted to USD 102.6 million in 2024, compared to USD 0.9 million in 2023. The gain in 2024 is the result of (i) the release of the contingent consideration liability of USD 78 million after successful performance testing results and (ii) the realization of a gain of USD 20.6 million on the sale of 100% of the shares of Bexco NV. Because of the decrease of engineering, procurement and conversion contract work in relation to the Marine XII project in Congo, and the sale of Bexco NV in May 2024, and decreased provisions for claims, operating expenses decreased in 2024. Net financial expenses decreased from USD 5.1 million in 2023 to USD 3.1 million in 2024 and can be explained as follows: ■ Lower interest income of USD 8.7 million resulting from the lower on average cash position of EXMAR; ■ Higher interest cost compared to 2023 from EEMSHAVEN LNG and EXCALIBUR financing agreements; ■ Positive foreign exchange results on positions in EUR. The share of equity accounted investees decreased by USD 7.2 million to USD 24.9 million in 2024 due to sale of Midsize vessels. Vessels and barges amounted to USD 368.6 million at year-end 2024, a decrease of USD 47.2 million, which is mainly the transfer of two pressurized vessels to assets held for sale (USD 14.7 million), the sale of two pressurized vessels (USD 14.0 million), the depreciation charge of the year (USD 28.8 million), partially offset by capitalized dry-dock expenses (USD 6.9 million) and USD 3.3 million increase from the lifting of the early buy out options for three pressurized vessels. Investments in equity accounted investees increased by USD 24.3 million up to USD 159.7 million end 2024, primarily as a result of our share in the net result of these joint ventures and associated companies (USD 24.9 million), offset by dividends (USD 1.8 million) and interest rate swap impact on the Group’s other comprehensive income (USD 0.6 million). In 2024 the other investments increased mainly as a result of the acquisition of additional shares in Vantage Drilling International Ltd and shares in Ventura Offshore Holding Ltd, valued respectively USD 18.6 million and USD 40.9 million at year-end 2024. As a result of the sale of Bexco NV in 2024, the Group had a decrease of inventories of USD 15.1 million to USD 0 million. Current trade and other receivables increased by USD 26.5 million and is mainly due to an increase of trade receivable balances in relation to engineering, operations and maintenance contracts for the Marine XII project in Congo. for TANGO FLNG and EXCALIBUR. The cash position on December 31, 2024, amounted to USD 274.7 million, an increase by USD 97.8 million following robust growth of the cash flow from operating activities and the proceeds of the sale of Bexco NV in May 2024. Equity amounted to USD 609.6 million end 2024, or an increase by USD 127.5 million primarily because of USD 181.0 million profit of the year, offset by the payment of USD 48.1 million dividends. End 2024, borrowings (non-current and current) amounted to USD 316.5 million (2023: USD 265.3 million). The increase of USD 51.2 million is in essence explained by the new EXCALIBUR facility (USD 100.5 million), partially offset by the repayment of the existing facilities (USD 42.1 million). 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 154 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 20, 2025. The below comments cover the main items of the statutory annual accounts: The operational loss amounted to USD -3.5 million in 2024 (2023: USD -22.3 million). Financial result increased from USD 24.7 million in 2023 (gain) to USD 297.5 million (gain) in 2024. The increase is primarily due to dividends from subsidiaries (USD 169.6 million) and the gain on the sale of financial assets (USD 100.0 million). The statutory result for the financial year amounts to a profit of USD 293.0 million compared to a profit of USD 2.6 million in 2023. At the end of 2024, the total assets amounted to USD 805.2 million, including USD 484.3 million financial fixed asset and USD 195.7 million investments (mainly term deposits) and cash. Equity amounted to USD 599.6 million at the end of 2024 (2023: USD 306.6 million) and increased by the profit of the year of USD 293.0 million. The provisions decreased by USD 10.4 million and relate to various claims. Liabilities amounted to USD 202.7 million end 2024 compared to USD 137.9 million in 2023. At the General Meeting of Shareholders on May 20, 2025, the Board of Directors will propose to allocate the result of the year as follows: Profit carried forward: USD 5,964.354,06 Profit of the financial year: USD 293,015,151.75 Transfer from reserves: USD -6.861.290,68 RESULT TO APPROPRIATE: USD 292,118,215.13 Result to carry forward: USD 292,118,215.13 Risk factors As described in the Corporate Governance Statement. Non-financial information As described in chapter 3 of the EXMAR 2024 report. Supplementary information Research and Development As described in chapter 3 of the EXMAR 2024 report. Employees On December 31, 2024, in accordance with the current CSRD-regulation EXMAR’s global staff comprised 1,521 employees, including 1,219 crew at sea (2023: 1,923 employees, including 1,514 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 2024. We refer to the Corporate Governance Statement. On December 31, 2024 EXMAR owned 1,956,013 own shares, representing 3.29% of the total number of shares issued, compared to 1,956,013 at year-end 2023. 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. 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, 2024 no plan is still open (we also refer to Note 28 - 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 have provided limited tax services for the Group. The non-audit fees did not exceed the Group audit fees. 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 155 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. As per December 31, 2024 the Company had financial instruments in place to cover the EUR/USD exchange rate fluctuations as well the floating interest on loans. 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 2 December 2024. The independent directors of the Company who appointed Natixis Partners Belgium BV as independent expert to draw up the valuation report required by the Takeover Decree, 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, confirms its support for the bid. The detailed opinion of the Board will be based on the prospectus and the Excerpt from the minutes of the meeting of 6 December 2024. The Nomination and Remuneration Committee discussed the proposals with respect to variable remuneration for Saverex, and for the CEO and COO for 2024, and an increase of the fixed remuneration of the CEO and a success fee related to the sale of Bexco NV. 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, and Carl-Antoine Saverys, as director and shareholder of Saverex NV and in own name and FMO BV (Francis Mottrie), 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 fixed remuneration and, for FMO BV only, proposed success fee. They will not participate in the discussion or take part in the decision-making on the recommendation of the Committee. The proposals are the following: ■ Variable remuneration for 2024 of EUR 2.,2 million to Saverex, based on exceptional performance and net result of the group; ■ Variable remuneration for 2024 of EUR 100,.000 to each of Casaver BV (Carl-Antoine Saverys) and FMO BV, based on STI-LTI, performance and overall result of the group; ■ Increased fixed yearly remuneration as from 2025 to Casaver BV (Carl-Antoine Saverys) to EUR 365,000 ■ - Success fee to the chairman of Bexco of EUR 1 million in the context of the sale of Bexco NV, based on an agreement made in the past. The Board is of the opinion that the procedure laid out in Article 7:97 BCCA is not to be applied with respect to the variable remuneration 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. The Nomination and Remuneration Committee recommends to the Board to approve the proposals. The Board, having duly considered the financial impact for the Company of the proposals, is of the opinion that the bonus proposals are justified because of extraordinary work in 2024 by the beneficiaries, and that the proposed increased remuneration of the CEO is justified following exceptional performance and market positioning and the success fee justified following the Bexco NV sale. The Board decides to approve the recommendation. Significant events after balance sheet We refer to Note 38 - Subsequent events of the consolidated annual report. 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. 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 156 The VLGC BW TOKYO performed well in the course of 2024 in the BW VLGC pool and we expect softer performance in 2025. Midsize Gas Carriers (MGC) During 2024, 50% of EXMAR’s Midsize fleet was dedicated to transporting ammonia and is expected to continue in 2025. 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 2025, 72% of EXMAR’s Midsize fleet has already been committed to these clients for 2025. Pressurized EXMAR’s pressurized fleet of 6 ships remained dedicated to well-established industrial and long- term partners, both in North-West Europe and in Asia. The time charter coverage for 2025 stands at 83%. 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. EXMAR has been heavily involved in this project as development and implementation partner and continues 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 January 2027. The accommodation and work barge WARIBOKO was sold in 2024. Drilling EXMAR holds shares in Vantage Drilling International Ltd. (Vantage) and Ventura Offshore Holding Ltd. (Ventura). Vantage provides offshore oil and natural gas drilling services. Ventura provides offshore oil and natural gas drilling services in the Latin America market. Vantage and Ventura are listed on the Oslo Stock Exchange. Supporting Services: Ship Management 2024 has been a very busy year especially for the infrastructure business unit of EXMAR Ship Management, following the agreements with ENI for the operation and maintenance for the TANGO FLNG and EXCALIBUR and the terminal operations of EEMSHAVEN LNG, which will continue in 2025. TRAVEL PLUS The company remained on track in 2024 and ended the year with positive results, a trend which is expected to continue in 2025. 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, 2024 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: ■ FMO BV represented by Francis Mottrie, executive director ■ Michel Delbaere, independent director ■ Isabelle Vleurinck, independent director ■ Wouter De Geest, independent director ■ ACACIA I BV represented by Els Verbraecken, independent director ■ Maryam Ayati, independent director The Board of Directors, March 27, 2025 5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 157 5.2 CONSOLIDATED FINANCIAL STATEMENTS 158 5.2 Consol idated financial statements 5.2 CONSOLIDATED FINANCIAL STATEMENTS 159 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (In thousands of USD) Note December 31, 2024 December 31, 2023 Non-current assets 601,528 619,437 Vessels and barges 14 368,575 415,747 Other property, plant and equipment 15 2,336 15,970 Intangible assets 175 314 Right-of-use assets 16 4,253 9,661 Investments in equity accounted investees 17 159,687 135,388 Deferred tax assets 20 4,635 4,429 Other non-current receivables 260 0 Derivative financial assets 31 586 0 Financial assets at FVTPL 21 61,021 37,928 Current assets 418,658 307,496 Assets held for sale 14 14,731 0 Derivative financial assets 31 1,072 550 Inventories 22 0 15,134 Trade and other receivables 23 123,886 97,384 Short term borrowings to equity accounted investees 19 48 11,597 Current tax assets 20 4,184 5,900 Cash and cash equivalents 24 274,737 176,930 Total assets 1,020,186 926,933 Equity 609,626 482,138 Equity attributable to owners of the Company 609,645 481,992 Share capital 25 88,812 88,812 Share premium 25 125,359 148,796 Reserves 214,485 172,412 Result for the period 180,989 71,972 Non-controlling interest -19 147 Non-current liabilities 299,109 248,863 Borrowings 27 277,794 219,831 Derivative financial liabilities 31 1,240 0 Employee benefit obligations 29 785 999 Provisions 19,289 25,006 Deferred tax liabilities 20 0 3,026 Current liabilities 111,452 195,932 Borrowings 27 38,759 45,480 Trade and other payables 30 66,252 146,909 Current tax liability 20 6,441 3,544 Total liabilities 410,560 444,795 Total equity and liabilities 1,020,186 926,933 5.2 CONSOLIDATED FINANCIAL STATEMENTS 160 CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME (In thousands of USD) For the 12 months ended 31 December, Note 2024 2023 Revenue 5 348,911 487,318 Gain on disposal 6 102,617 868 Other operating income 4,325 4,020 Operating income 455,854 492,206 Vessel and engineering project expenses 7 -163,271 -288,731 Raw materials and consumables used 8 -10,441 -23,279 General and administrative expenses 9 -39,352 -29,187 Personnel expenses 10 -44,719 -46,176 Depreciations & amortisations 14/15/16 -31,702 -33,956 Impairment losses and reversals 18 -2,742 2,701 Loss on disposal 1 -82 Other operating expenses (+/-) 11 6,617 -24,356 Result from operating activities 170,245 49,140 Interest income 12 9,271 17,961 Interest expenses 12 -17,793 -10,938 Other finance income 12 12,133 1,373 Other finance expenses 12 -6,685 -13,515 Net finance result -3,074 -5,120 Result before income tax and share of result of equity accounted investees 167,171 44,020 Share of result of equity accounted investees (net of income tax) 17 24,938 32,136 Result before income tax 192,109 76,156 Income tax expense 13 -11,118 -4,148 Result for the period 180,991 72,007 Attributable to: Non-controlling interest 2 36 Owners of the Company 180,989 71,972 Result for the period 180,991 72,007 Basic earnings per share (in USD) 26 3.15 1.25 Diluted earnings per share (in USD) 26 3.14 1.25 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Result for the period 180,991 72,007 Items that are or may be reclassified subsequently to profit or loss: Equity accounted investees - share in other comprehensive income 17 604 -2,098 Foreign currency translation differences -5,266 1,572 Hedge -655 0 Other -23 211 Items that will never be reclassified to profit and loss: Employee benefits - remeasurements of defined benefit liability/assets 29 -41 -456 Total other comprehensive income for the period (net of tax) -5,382 -771 Total comprehensive income for the period 175,610 71,236 Attributable to: Non-controlling interest -166 -34 Owners of the Company 175,776 71,270 5.2 CONSOLIDATED FINANCIAL STATEMENTS 161 CONSOLIDATED STATEMENT OF CASH FLOWS 12 months ended 31 December, (In thousands of USD) Note 2024 2023 Result for the period 180,991 72,007 Share of result of equity accounted investees (net of income tax) 17 -24,938 -32,136 Depreciations & amortisations 14/15/16 31,702 33,956 Impairment losses and reversals 2,742 -2,701 Net finance result 12 3,074 5,120 Income tax expense/ (income) 11,118 4,148 Net (gain)/ loss on sale of assets 6 -102,617 -868 Increase/(decrease) in provisions and employee benefits -6,168 23,671 Realized foreign currency gains (losses) -638 -7,257 Gross cash flow from operating activities 95,266 95,941 (Increase)/decrease of inventories 4 -1,705 -5,457 (Increase)/decrease of trade and other receivables -41,038 -32,146 Increase/(decrease) of trade and other payables 14,714 -1,713 Cash generated from operating activities 67,237 56,626 Interest paid 12 -15,816 -9,928 Interest received 12 7,695 16,427 Income taxes paid -6,762 -11,267 NET CASH FROM OPERATING ACTIVITIES 52,354 51,858 Acquisition of vessels and vessels under construction 14 -10,180 -4,218 Acquisition of other property plant and equipment 15 -1,226 -2,152 Acquisition of intangible assets -122 -112 Proceeds from the sale of vessels and other property, plant and equipment 18,214 278 Dividends from equity accounted investees 17 1,768 1,772 Other dividends received 35 19 Proceeds from the sale of a subsidiary, net of cash disposed off 4 41,955 -1,173 Payments for financial assets at FVTPL 21 -20,390 -39,132 Borrowings to equity accounted investees 19 -700 -996 Repayments from equity accounted investees 19 12,500 0 NET CASH FROM INVESTING ACTIVITIES 41,855 -45,713 Dividend paid -48,122 -391,089 Proceeds from new borrowings 27 100,500 102,132 Repayment of borrowings 27 -42,064 -58,389 Repayment of lease liabilities IFRS 16 (principal portion) 27 -1,814 -2,283 Payment of debt transaction costs & banking fees -3,709 -2,664 Proceeds from exercising share option plans 0 3,299 NET CASH FROM FINANCING ACTIVITIES 4,791 -348,994 NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 99,000 -342,849 Net cash and cash equivalents at 1 January 24 176,930 519,553 Net increase/(decrease) in cash and cash equivalents 99,000 -342,849 Exchange rate fluctuations on cash and cash equivalents -1,193 226 NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER 24 274,737 176,930 5.2 CONSOLIDATED FINANCIAL STATEMENTS 162 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, 2024 88,812 148,796 282,751 -38,160 -1,062 855 0 481,991 147 482,138 Comprehensive result for the period Result for the period 180,989 180,989 2 180,991 Foreign currency translation differences -5,098 -5,098 -168 -5,266 Foreign currency translation differences - share equity accounted investees 17 -3 -3 -3 Employee benefits - remeasurement net defined benefit obligations 29 -41 -41 -41 Other -23 -23 -23 Net change in fair value of cash flow hedges 17 -655 -655 -655 Net change in fair value of cash flow hedges - share equity accounted investees 17 606 606 606 Total other comprehensive result 0 0 -64 0 -5,100 -49 0 -5,213 -168 -5,382 Total comprehensive income for the period 0 0 180,925 0 -5,100 -49 0 175,776 -166 175,610 Transactions with owners of the Company Dividends declared 25 -23,437 -24,685 -48,122 0 -48,122 Total transactions with owners of the Company 0 -23,437 -24,685 0 0 0 0 -48,122 0 -48,122 Closing equity per December 31, 2024 88,812 125,359 438,991 -38,160 -6,163 806 0 609,645 -19 609,626 5.2 CONSOLIDATED FINANCIAL STATEMENTS 163 (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 1,221 798,512 181 798,692 Comprehensive result for the period Result for the period 71,972 71,972 36 72,007 Foreign currency translation differences 1,641 1,641 -69 1,572 Foreign currency translation differences - share equity accounted investees 17 57 57 57 Employee benefits - remeasurement net defined benefit obligations 29 -456 -456 -456 Other 211 211 211 Net change in fair value of cash flow hedges - share equity accounted investees 17 -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 -34 71,236 Transactions with owners of the Company Dividends declared -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 -331,652 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 5.2 CONSOLIDATED FINANCIAL STATEMENTS 164 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, 2024. The accounting policies adopted in preparing the 2024 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 2024 The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2024: ■ IFRS S1 - General Requirements for Disclosure of Sustainability-related Financial Information; ■ IFRS S2 - Climate-related Disclosures; ■ Amendments to IAS 1: Classification of Liabilities as Current or Non-Current and Non-current Liabilities with Covenants; ■ Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements; ■ Amendments to IFRS16: Lease Liability in a Sale and Leaseback. 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, 2024 and have not been applied in preparing these consolidated financial statements. The following new or amended standards or interpretations, are not yet applicable for the annual period beginning on 1 January 2025. Except for IFRS 18, these standards and amendments to standards are not expected to have a significant impact on the Group’s consolidated financial statements: ■ IFRS 18 - Presentation and Disclosures in Financial Statements; ■ IFRS 19 - Subsidiaries without Public Accountability: Disclosures; ■ Amendments to IAS 21 : Lack of Exchangeability; ■ Amendments to the SASB standards to enhance their international applicability; ■ Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments; ■ Annual Improvements to IFRS Accounting Standards — Volume 11. The consolidated financial statements were approved and were authorised for issue by the Board of Directors on March 27, 2025. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 165 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. 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 14 - 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 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 166 E. Material accounting policies a. Basis of consolidation Subsidiaries Subsidiaries are those entities controlled by the Group. 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. 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. 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 most 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 qualified cash flow hedges to the extent that the hedges are effective. Upon disposal of the hedge and or net investment, the cumulative amount is reclassified to profit or loss. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 167 Consolidation of foreign operations On consolidation, assets and liabilities of foreign operations, including 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). 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. The main exchange rates used are: Closing rates Average rates December 31, 2024 December 31, 2023 For the twelve months ended EXCHANGE RATES December 31, 2024 December 31, 2023 EUR 0.9626 0.9050 0.9206 0.9262 GBP 0.7981 0.7865 0.7809 0.8061 HKD 7.7665 7.8112 7.8050 7.8303 NOK 11.3534 10.1724 10.6817 10.5693 XAF 631.3957 593.6263 603.8544 607.5645 ARS 1,030.9850 808.4690 905.7289 264.5558 KRW 1,474.7810 1,297.4298 1,353.9946 1,308.7724 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. 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. Other financial assets of the Group are measured subsequently at fair value through profit or loss (FVTPL). Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset: ■ 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 (ii) 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: (i.) 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 168 (ii.) 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. 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. 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. 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 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 interest rate risk exposures. 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. 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. 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 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. Environmental emission allowances Environmental emission allowances (see material accounting policies – p.) acquired for the purpose of settling emissions in the ordinary course of business, are classified as intangible assets. They are originally measured at cost. They are tested for impairment on an annual basis. They are not amortized. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 169 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. 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 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. 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. 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 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 years 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. 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 5.2 CONSOLIDATED FINANCIAL STATEMENTS 170 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, 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 Group 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. 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. 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. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 171 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. 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. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 172 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. 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 a 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 173 l. Leases At inception of a contract, the Group assesses whether a contract is, or contains, a lease. As a lessee 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. 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. The lease liability is measured at amortised cost using the effective interest method. 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. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of “Revenue”. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 174 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, gains on hedging instruments that are recognised in profit or loss and exchange rate gains. 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, 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. 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. 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 and withholding taxes due on service income from certain jurisdictions are not accounted for as income taxes in accordance with IAS 12 and are not presented as part of income tax expense in the profit or loss statement but are 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 175 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 Liquefied Natural Gas (LNG), Liquefied 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 as well as an investment portfolio. 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 clients Equinor (ex-Statoil), Saudi Arabian Mining Company and SHV Gas Supply and Risk Management represented 21.5% (2023: 21.0%), 12.8% (2023: 12.6%) and 9.5% (2023: 8.8%) of the revenue of the Shipping segment and 6.9% (2023: 5.2%), 4.1% (2023: 3.1%) and 3.1% (2023: 2.2%) of the EXMAR Group revenue in 2024. The remaining part of the Shipping revenue is divided between 15 different customers. ENI Congo, Export LNG Limited and Gasunie represented 34.9% (2023: 23.4%), 25.4% (2023: 52.1%) and 20.4% (2023: 9.2%) of the revenue of the Infrastructure segment. These three companies represented 11.2% (2023: 15.1%), 8.2% (2023: 33.6%) and 6.6% (2023: 5.9%) of the EXMAR Group revenue in 2024. The percentages mentioned are calculated excluding settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2024. p. Emission allowances EXMAR owns and is mandated to manage vessels that fall in the scope of the European Union Emission Trading System. This results in incoming flows from its customers, settled by transfer of allowances based on the emissions of the vessel operated for the respective customers, on the one hand, and in outgoing transfers of allowances to the competent EU authority on the other hand. Environmental emission allowances, acquired for the purpose of settling emissions in the ordinary course of business, are classified as intangible assets. They are originally measured at cost. Allowances that will be retired within the next 12 months are classified as current intangible fixed assets and are included within other current assets. In case that allowances are acquired in cash, cash flow is classified as an investing cash flow. The obligation to deliver environmental emission allowances, which arises due to emissions in the operations of vessels as per European Union Emission Trading System regulations, is reported as a liability within accruals under Trade and other Payables. This liability is valued at the cost of the allowances obtained (the allowances at hand) and a provision is recognised for the difference between allowances to surrender and allowances at hand. The provision is measured at the fair value of allowances at the reporting date, being the best estimate of the expenditure required to obtain allowances not at hand at the reporting date. In the income statement only the net cost (representing the shortfall of allowances available to settle the obligation) is reported in other operating expenses. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 176 Segment reporting 2024 (In thousands of USD) CONSOLIDATED STATEMENT OF PROFIT OR LOSS Supporting For the year ended December 31, 2024 Shipping Infrastucture services Eliminations Total Revenue third party 140,066 210,436 84,392 434,893 Revenue intra-segment 2,765 1,727 5,789 -10,281 0 Total revenue 142,831 212,162 90,181 -10,281 434,893 Gain on disposal 7,209 78,227 20,397 105,834 Other operating income 1,521 0 2,807 4,328 Operating income 151,561 290,390 113,385 -10,281 545,055 Operating result before depreciations, amortisations & impairment losses 107,375 143,561 22,824 0 273,759 (EBITDA) Depreciations and amortisations -50,825 -12,250 -1,524 -64,599 Impairment losses and reversals -1 -2,613 -128 -2,742 Loss on disposal 0 1 0 1 Operating result (EBIT) 56,548 128,700 21,172 0 206,419 Interest income (non-intra-segment) 4,522 4,320 4,900 13,742 Interest income intra-segment 2,284 5,182 22,397 -29,863 0 Interest expenses (non-intra-segment) -26,104 -9,834 -218 -36,156 Interest expenses intra-segment -16,261 -7,822 -5,780 29,863 0 Other finance income 590 3,897 7,817 12,304 Other finance expenses -547 -565 -5,752 -6,865 Share of result of equity accounted investees 0 2,471 237 2,708 (net of income tax) Income tax expense -213 -4,863 -6,084 -11,160 Segment result for the period 20,818 121,485 38,688 0 180,991 Attributable to: Non-controlling interest 2 Owners of the Company 180,989 5.2 CONSOLIDATED FINANCIAL STATEMENTS 177 (In thousands of USD) CONSOLIDATED STATEMENT OF FINANCIAL POSITION Supporting December 31, 2024 Shipping Infrastucture services Eliminations Total ASSETS Vessels and barges 440,895 192,430 0 633,325 Other property, plant and equipment 73 1,143 1,120 2,336 Intangible assets 113 120 54 288 Right-of-use assets 30,535 2,418 1,449 34,402 Investments in equity accounted investees 0 510 573 1,082 Borrowings to equity accounted investees 0 350 1,961 2,311 Financial assets at FVTPL 0 0 61,133 61,133 Loan receivables intra-segment 84,005 88,771 543,097 -715,872 0 Other non-current receivables 0 0 260 260 Cash and cash equivalents 55,911 108,204 190,911 355,025 Assets held for sale 32,467 0 0 32,467 Total segment assets 643,998 393,946 800,558 -715,872 1,122,629 Unallocated trade and other receivables 0 137,372 Trade and other receivables intra-segment 7,076 28,909 56,998 -92,983 0 Other unallocated assets 10,866 Total assets -808,855 1,271,828 LIABILITIES Non-current borrowings 316,346 156,476 671 473,494 Current borrowings 52,788 25,758 878 79,425 Borrowings intra-segment 351,576 225,621 138,675 -715,872 0 Other payables & derivatives 0 20 1,246 1,266 Non-current provisions -10,156 13,879 15,857 19,579 Total segment liabilities 710,554 421,754 157,328 -715,872 573,764 Unallocated equity 609,626 Unallocated trade and other payables 81,205 Trade and other payables intra-segment -46,203 56,670 82,515 -92,983 0 Unallocated other liabilities 7,233 Total equity and liabilities -808,855 1,271,828 CASH FLOW STATEMENT Cash from operating activities 95,662 Cash from investing activities 31,674 Cash from financing activities -11,130 Exchange rate fluctuations -1,299 Total cash flow 0 0 0 114,908 Additional information Capital expenditures -45,819 -1,110 -513 -47,441 Proceeds from disposals 43,384 0 125 43,509 5.2 CONSOLIDATED FINANCIAL STATEMENTS 178 Segment reporting 2023 (In thousands of USD) CONSOLIDATED STATEMENT OF PROFIT OR LOSS For the twelve months ended Supporting December 31, 2023 Shipping Infrastucture services Eliminations Total Revenue third party 143,658 372,696 61,136 0 577,490 Revenue intra-segment 187 1,183 9,948 -11,318 -1 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 82,330 75,746 -3,559 0 154,517 (EBITDA) 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 66,592 -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 0 0 199 0 199 (net of income tax) 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 5.2 CONSOLIDATED FINANCIAL STATEMENTS 179 (In thousands of USD) CONSOLIDATED STATEMENT OF FINANCIAL POSITION Supporting December 31, 2023 Shipping Infrastucture services Eliminations Total 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 0 612 612 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 Cash and cash equivalents 51,473 118,128 72,208 241,809 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 -33,693 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 0 -307,485 Additional information Capital expenditures -32,864 -3,240 -1,901 -38,005 Proceeds from disposals 46,693 191 62 46,946 5.2 CONSOLIDATED FINANCIAL STATEMENTS 180 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 interim condensed 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 2024 (In thousands of USD) Proportionate Equity consolidation Difference consolidation For the year ended December 31, 2024 Revenue 434,893 -85,982 348,911 Gain on disposal 105,834 -3,217 102,617 Other operating income 4,328 -2 4,325 Vessel expenses -181,930 18,659 -163,271 Raw materials and consumables used -10,441 0 -10,441 General and administrative expenses -39,988 636 -39,352 Personnel expenses -44,728 8 -44,719 Depreciations and amortisations -64,599 32,898 -31,702 Impairment losses and reversals -2,742 0 -2,742 Loss on disposal 1 0 1 Other operating expenses 5,790 827 6,617 Result from operating activities 206,419 -36,174 170,245 Interest income 13,742 -4,471 9,271 Interest expenses -36,156 18,364 -17,793 Other finance income 12,304 -171 12,133 Other finance expenses -6,865 180 -6,685 Result before income tax and share of result of 189,443 -22,272 167,171 equity accounted investees Share of result of equity accounted investees (net of income tax) 2,708 22,231 24,938 Income tax expense -11,160 42 -11,118 Result for the period 180,991 0 180,991 5.2 CONSOLIDATED FINANCIAL STATEMENTS 181 (In thousands of USD) Proportionate Equity December 31, 2024 consolidation Difference consolidation Vessels and barges 633,325 -264,751 368,575 Other property, plant and equipment 2,336 0 2,336 Intangible assets 288 -113 175 Right-of-use assets 34,402 -30,149 4,253 Investments in equity accounted investees 1,082 158,605 159,687 Other non-current receivables 260 0 260 Derivative financial asset 2,047 -1,462 586 Deferred tax assets 4,635 0 4,635 Financial assets at FVTPL 61,133 -112 61,021 Non-current assets 739,508 -137,980 601,528 Assets held for sale 32,467 -17,736 14,731 Derivative financial asset 1,072 0 1,072 Financial assets at FVTPL -112 112 0 Trade and other receivables 137,372 -13,486 123,886 Borrowings to equity accounted investees 2,311 -2,263 48 Current tax assets 4,184 0 4,184 Cash and cash equivalents 355,025 -80,288 274,737 Current assets 532,320 -113,661 418,658 Total assets 1,271,828 -251,642 1,020,186 Equity 609,626 0 609,626 Borrowings 473,494 -195,700 277,794 Other payables & derivatives 1,266 -26 1,240 Employee benefits 785 0 785 Non-current provisions 19,579 -291 19,289 Non-current liabilities 495,125 -196,016 299,109 Borrowings 79,425 -40,666 38,759 Trade and other payables 81,205 -14,953 66,252 Current tax liability 6,447 -6 6,441 Current liabilities 167,077 -55,625 111,452 Total equity and liabilities 1,271,828 -251,642 1,020,186 5.2 CONSOLIDATED FINANCIAL STATEMENTS 182 Reconciliation segment reporting 2023 (In thousands of USD) Proportionate Equity consolidation Difference consolidation For the twelve months 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 -312,032 23,301 -288,731 Raw materials and consumables used -23,279 0 -23,279 General and administrative expenses -29,335 148 -29,187 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 17,499 -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 76,219 -32,199 44,020 accounted investees 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 5.2 CONSOLIDATED FINANCIAL STATEMENTS 183 (In thousands of USD) Proportionate Equity consolidation Difference consolidation 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 Borrowings to equity accounted investees 911 -911 0 Deferred tax assets 4,429 -1 4,429 Financial assets at FVTPL 37,928 -1 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 Short term borrowings to equity accounted investees 11,597 0 11,597 Current tax assets 5,899 1 5,900 Cash and cash equivalents 241,809 -64,879 176,930 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 -195,890 248,863 Borrowings 80,634 -35,154 45,480 Trade and other payables 164,492 -17,583 146,909 Current tax liability 3,760 -216 3,544 Current liabilities 248,886 -52,953 195,932 Total equity and liabilities 1,175,776 -248,843 926,933 5.2 CONSOLIDATED FINANCIAL STATEMENTS 184 NOTE 4 - DIVESTITURES Sale of 100% of shares in Bexco NV On May 21, 2024 EXMAR and Bekaert entered into a share purchase agreement to sell all the shares of Bexco NV, manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications, based in Belgium, for a cash consideration of EUR 40 million. The effective date was April 30, 2024, the date upon which Bexco NV exited the consolidation scope of the Group. The contribution of Bexco NV in 2024 to Group revenue and net profit was respectively USD 20.2 million and USD 2.8 million (2023: USD 42.1 million and USD 1.7 million). The balance sheet upon the date of exit of Bexco NV and the impact on income statement and cash flow statement can be detailed as follows: (In thousands of USD) Balance as per April 30, 2024 Other property, plant and equipment 13,881 Intangible assets 266 Right-of-use assets 4,748 Derivative financial assets 387 Inventories 16,869 Trade and other receivables 12,965 Cash and cash equivalents 1,205 Borrowings -7,465 Deferred tax liability -2,724 Trade and other payables -16,267 Current tax liability -525 Net assets impact on Group balance sheet 23,341 Currency translation reserve and adjustments -778 Consideration received 43,152 Gain on disposal 20,589 Impact on cash flow statement 41,955 NOTE 5 – REVENUE For the period ended December 31, (In thousands of USD) 2024 2023 Shipping segment 53,988 52,553 Infrastructure segment - ordinary revenue 208,183 371,226 Supporting services segment - ordinary revenue 86,740 63,539 Revenue 348,911 487,318 The increase in total revenue at the Shipping segment is mainly a result of the higher time-charter rates for the MGC fleet. Revenue in the Infrastructure segment decreased in 2024 as a result of the lower revenue from engineering, procurement and construction contracts for the Marine XII project in Congo and the FSRU EEMSHAVEN LNG, partially compensated by increased revenue from engineering projects managed by the EXMAR Offshore Company, in Houston. The increase in revenue at the Supporting services is the combined effect of lower revenue contribution from Bexco NV, leaving the consolidation scope of the Group as of May 2024, offset by higher revenue from the offshore accommodation barges and higher ship management revenue due to the O&M services for the ENI Congo project. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 185 Revenue which falls within the scope of IFRS 16 Leasing represented 29.3 % (2023: 18.5%) 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 70.7 % (2023: 81.5%) of total revenue and is mainly situated in the Infrastructure and Supporting services segment. Major shipping clients Equinor (ex-Statoil), Petron Singapore Trading Pte Ltd and SHV Gas Supply and Risk Management represented 55.8% (2023: 57.4%), 9.7 % (2023: 13.0%) and 5.8% (2023: 5.7%) respectively of the revenue of the Shipping segment. These three clients contributed 8.6 % (2023: 6.2%), 1.5 % (2023: 1.4%) and 0.9 % (2023: 0.6%) respectively to the EXMAR Group revenue in 2024. In 2023 represented Nippon Gas Line Co 21.8% of the revenue of the Shipping segment and 2.4% of the EXMAR Group revenue versus 0.0% in 2024. ENI Congo, Export LNG Limited, and Gasunie represented 23.5 % (2023: 23.5%), 17.1 % (2023: 52.3%) and 13.7 % (2023: 9.2%) of the revenue of the Infrastructure segment. These three clients represented 14.0 % (2023: 17.9%), 10.2 % (2023: 39.8%) and 8.2 % (2023: 7.0%) of the EXMAR Group revenue in 2024. No other customers represent more than 10.0% of the EXMAR Group revenue in 2024. (In thousands of USD) 2024 2023 Trade receivables, included in trade and other receivables (current + non-current) 94,302 45,426 Contract assets, included in trade and other receivables 15,995 25,514 Contract liabilities, included in trade and other payables 9,061 10,025 Contract balances 119,358 80,964 The increase in contract balances in 2024 is resulting from trade receivables related to the engineering and operation and maintenance agreements for 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 2023 have been recognized in revenue in 2024. NOTE 6 – GAIN ON DISPOSAL (In thousands of USD) 2024 2023 Gain on sale of shares of Export LNG 78,000 0 Gain on sale of shares of Bexco NV 20,589 0 Other 4,028 868 Gain on disposal 102,617 868 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 operational 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 current contingent consideration liability in current other payables in 2023 (see Note 30 - Trade and other payables). After successful performance testing in the fourth quarter of 2024, the provision of USD 78 million has been released. The liquefaction of natural gas onboard the Tango FLNG has been monitored during the initial months of operation. The tests have proven that the actual production of LNG has exceeded the guaranteed levels, with an adjusted annual equivalent production in excess of 0.6 million ton per annum. As a result of the sale of the 100% shares of Bexco on May 21, 2024, EXMAR realized a non-recurring gain of USD 20.6 million. Details of the transaction related assets and liabilities can be found in Note 4 - Divestitures. The other gains on disposals realized in 2024 mainly relate to two sold pressurized vessels. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 186 NOTE 8 – PURCHASE OF GOODS In 2024 EXMAR reports USD 10.4 million of purchases of goods in relation to the rope manufacturing activity at Bexco NV, compared to USD 23.3 million in 2023. This decrease is a result of Bexco exiting the consolidation scope after the 100% sale of shares in May 2024. NOTE 9 - GENERAL AND ADMINISTRATIVE EXPENSES For the period ended December 31, (In thousands of USD) 2024 2023 Administrative expenses -34,265 -21,990 Freight charges -817 -1,787 Non-income based taxes -1,759 -735 Other expenses -2,511 -4,675 General and administrative expenses -39,352 -29,187 During 2024 administrative expenses increased mainly due to higher overhead expenses in the Infrastructure and Supporting Services segments partially set off by Bexco exiting the consolidation scope. NOTE 10 - PERSONNEL EXPENSES (In thousands of USD) 2024 2023 Salaries and wages -38,131 -38,954 Social security charges -5,822 -6,580 Employee benefit, defined benefit and defined contribution plan -766 -642 Personnel expenses -44,719 -46,176 At year-end 2024 2023 Seagoing 1,219 1,514 Staff 302 409 Number of personnel members 1,521 1,923 NOTE 7 - VESSEL AND ENGINEERING PROJECT EXPENSES For the period ended December 31, (In thousands of USD) 2024 2023 Vessel expenses crew -39,472 -33,281 Vessel expenses maintenance -96,262 -217,301 Vessel expenses insurance -1,928 -1,815 Vessel expenses other 1,193 -10,716 Project expenses subcontracting & outsourcing services -15,741 -12,489 Project expenses witholding tax customer projects -11,061 -13,128 Vessel and engineering project expenses -163,271 -288,731 Vessel expenses have been completed with engineering project expenses as at December 31, 2024 financial statements. Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and other related expenses. Vessel expenses exclude depreciations. Engineering project expenses include the expenses incurred to serve customer contracts and include primarily fees from subcontractors, fees for consultants employed on project and withholding taxes on foreign operations. Vessel and engineering expenses exclude personnel expenses of onshore personnel. The decrease in the vessel and engineering project expenses in 2024 compared to 2023 is mainly the result of the lower expenses in relation to the engineering, procurement and conversion contracts for the TANGO FLNG and EXCALIBUR FSU with completion of conversion works early 2024. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 187 NOTE 11 - OTHER OPERATING EXPENSES For the period ended December 31, 2024 2023 (In thousands of USD) Other Provisions (+/-) 6,678 -24,204 Non income based taxes -52 -150 Other -9 -2 Other operating expenses 6,617 -24,356 As per December 31, 2023 provisions were recorded for a total amount of USD 24,2 million based on management’s assessment of potential cash outflows. These provisions concern the former lease arrangement of LNG Carrier EXCEL, obligations under the engineering, procurement and construction contracts for the Marine XII project in Congo (USD 11.6 million) and a claim from a foreign tax authority (USD 12.2 million). In the fourth quarter of 2024 an agreement was reached on the dispute on the former lease arrangement of LNG Carrier EXCEL to settle for USD 6.3 million (of which 50% is borne by EXMAR). The LNGC EXCEL 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. In 2024, the provision for a total amount of USD 10.4 million was reversed following agreement on a lower settlement amount. The additional provisions in 2024 for a total of USD 3.6 million correspond to obligations under the engineering, procurement and construction contracts for the Marine XII project in Congo. NOTE 12 - FINANCE RESULT For the period ended December 31, 2024 2023 (In thousands of USD) Interest income on borrowings to equity accounted investees 1,951 1,217 Interest income on cash and cash equivalents 7,320 16,744 Interest income 9,271 17,961 Interest expenses on borrowings -17,183 -10,537 Amortisation transaction costs -610 -402 Interest expenses -17,793 -10,938 Interest income on cash and cash equivalents decreased significantly due to the lower average short-term deposits in 2024 compared to the average in 2023. Interest expenses relate to EXMAR’s borrowings as disclosed in Note 27 – Borrowings. The increase of USD 6.6 million is mainly due to (i) the EEMSHAVEN borrowing that commenced in December 2023, (ii) EXCALIBUR (CMFL) borrowing that commenced in August 2024, partially compensated by lower interest cost of LPG pressurized borrowings after exercising additional early buy out options in 2024. Salaries and wages decreased following the sale of Bexco with effective date April 30, 2024, partially compensated by increased personnel expenses in the office in Houston, US. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 188 For the period ended December 31, 2024 2023 (In thousands of USD) Realised exchange gains 1,146 351 Unrealised exchange gains 6,813 756 Dividend income from non-consolidated companies 35 19 Equity securities measured at FVTPL 2,965 0 Fair value gain on financial instruments 1,072 -42 Other 100 289 Other finance income 12,133 1,373 Realised exchange losses -1,784 -7,608 Unrealised exchange losses -2,006 -1,051 Banking fees -261 -389 Other -2,635 -4,467 Other finance expenses -6,685 -13,515 Other finance income increased with USD 10.9 million and is mainly the result of the gain from remeasurement of shares in Vantage Drilling and in Ventura at fair value through profit and loss (see Note 21 - Financial Assets at FVTPL) and increased unrealized foreign exchange results in Belgium and Congo on USD-receivables. Other finance expenses decreased with USD 6.6 million in comparison to 2023 with lower realized foreign exchange losses. NOTE 13 - INCOME TAXES (In thousands of USD) 2024 2023 Taxes current period -11,093 -7,675 Prior year adjustments -289 111 Income taxes -11,402 -7,563 Deferred income taxes 284 3,415 Income taxes -11,118 -4,148 RECONCILIATION Result before income tax 192,109 76,155 Tax at domestic tax rate -25.00% -48,027 -25.00% -19,039 Tax impact on share of profit of equity accounted investees 5,617 8,235 Increase/decrease resulting from: Effects of tax rates in foreign jurisdictions 25,975 5,214 Non-deductible expenses -336 -415 Other taxes 0 -85 Current year tax losses/ credits for which 2,270 no deferred tax asset has been recognised -2,931 Use of tax credits, tax losses carried forward,... 2,655 for which no DTA was recognised before 7,554 Unused tax losses under the Belgian tonnage tax regime -1,920 -2,617 Tax exempt income 2,906 -478 Adjustments in respect of prior years 44 111 Reconciliation of the effective tax rate 1 -5.8% -11,118 -5.4% -4,149 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 6.6% (2023: 9.4%). 5.2 CONSOLIDATED FINANCIAL STATEMENTS 189 NOTE 14 - VESSELS AND BARGES (In thousands of USD) Under Shipping Infrastructure construction Total Cost - advance payments Balance as per January 1, 2023 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 -7,713 Early buy out option 4,532 0 0 4,532 Balance as per December 31, 2023 282,443 237,130 0 519,572 Balance as per January 1, 2024 282,443 237,130 0 519,572 Changes during the financial year Acquisitions 6,883 275 0 7,157 Early buy out option 3,267 0 0 3,267 Disposals -24,452 0 0 -24,452 Transfer to assets held for sale -26,650 0 0 -26,650 Balance as per December 31, 2024 241,490 237,405 0 478,895 Depreciations and impairment losses Balance as per January 1, 2023 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 Balance as per January 1, 2024 65,160 38,665 0 103,826 Changes during the financial year Depreciations 18,592 10,201 0 28,793 Disposals -10,380 0 0 -10,380 Transfer to assets held for sale -11,918 0 0 -11,918 Balance as per December 31, 2024 61,454 48,866 0 110,321 Net book value Net book value as per December 31, 2023 217,283 198,464 0 415,747 Net book value as per December 31, 2024 180,036 188,538 0 368,575 In 2024 and 2023, the acquisitions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure segments. The cost of vessels increased in 2024 as a result of the lifting of the early buy out option for two pressurized vessels. In 2024, two pressurized vessels were sold in the fourth quarter 2024 resulting in a gain of USD 4 million (see Note 6 – Gain on disposal). Two pressurized vessels were transferred to asset held for sale with an expected delivery in the first quarter of 2025 (USD 14.7 million). The impact for the four vessels is a decrease of the net book value in the segment Shipping of USD 28.6 million. The vessels are pledged as a security for the related underlying liabilities. We refer to Note 27 - Borrowings for more information in respect of these underlying liabilities. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 190 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 11.2% for the Shipping LPG segment (2023: 7.6%), 9.53% for the Shipping LNG segment (2023: 9.0%) and 12.2% for the Infrastructure segment (2023: 11.8%). For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the wholly- owned fleet. We refer to Note 17 - Investments in equity accounted investees in this respect. In both 2024 and 2023 EXMAR did not record a change in impairments. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 191 NOTE 15 - OTHER PROPERTY, PLANT AND EQUIPMENT (In thousands of USD) Land and Machinery Furniture and buildings and movables Total Cost equipment Balance as per January 1, 2023 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 Balance as per January 1, 2024 11,982 8,190 3,632 23,804 Changes during the financial year Acquisitions 149 158 919 1,226 Transfers 426 -659 190 -43 Disposals 0 0 -159 -159 Out of consolidation Scope -8,682 -6,330 -191 -15,203 Exchange differences -223 -20 -72 -314 Balance as per December 31, 2024 3,653 1,339 4,319 9,311 Depreciations and impairment losses Balance as per January 1, 2023 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 Balance as per January 1, 2024 3,600 1,594 2,640 7,834 Changes during the financial year Depreciations 135 407 242 784 Transfers 0 -41 28 -14 Disposals 0 0 -45 -45 Out of consolidation Scope -397 -852 -73 -1,322 Exchange differences -197 -6 -59 -262 Balance as per December 31, 2024 3,140 1,102 2,733 6,975 Net book value Net book value as per December 31, 2023 8,382 6,596 992 15,970 Net book value as per December 31, 2024 512 238 1,586 2,336 The main event in 2024 impacting the net book value of other property plant and equipment with USD 13.9 million is the sale of Bexco with effective date April 30, 2024 (see Note 4 - Divestitures). In 2023 acquisitions count for USD 2.3 million and relate mainly to machinery and equipment. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 192 NOTE 16 - 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 27 - Borrowings in respect of right-of-use lease liabilities). (In thousands of USD) Property IT equipment Total COST Balance as per January 1, 2023 14,002 1,151 15,152 Changes during the financial year Additions 854 0 854 Increase/(Decrease) 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 Balance as per January 1, 2024 14,214 821 15,033 Changes during the financial year Additions 235 93 329 Increase/(Decrease) through business combinations -4,748 0 -4,748 Terminations -174 0 -174 Exchange differences -390 -10 -400 Contract re-measurement/contract modification 1,250 36 1,286 Balance as per December 31, 2024 10,388 940 11,326 DEPRECIATIONS AND IMPAIRMENT LOSSES 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 5,062 311 5,373 Balance as per January 1, 2024 5,062 311 5,373 Changes during the financial year Depreciations 1,779 189 1,968 Terminations -174 0 -174 Exchange differences -91 -3 -94 Balance as per December 31, 2024 6,576 498 7,074 NET BOOK VALUE Net book value as per December 31, 2023 9,152 510 9,661 Net book value as per December 31, 2024 3,812 442 4,253 The decrease in the net book value of the right-of-use assets by USD 5.4 million in 2024 is primarily due to the sale of Bexco with effective date April 30, 2024 (see Note 4 - Divestitures) with a net impact on Right-of-use assets of USD 4.8 million. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 193 NOTE 17 - INVESTMENTS IN EQUITY ACCOUNTED INVESTEES The change in investments in equity accounted investees can be detailed as follows: (In thousands of USD) 2024 2023 Balance as per January 1 135,388 107,082 Changes during the period: Share in profit/(loss) 25,798 32,136 Changes in other comprehensive income equity accounted investees 606 -2,155 Netting negative equity and impairment -207 0 Increase (Decrease) through business combinations and other share deals 0 154 Dividends -1,769 -1,772 Exchange differences -14 -59 Other -113 2 Balance as per December 31 159,689 135,388 The share in the profit of equity accounted investees of USD 25.8 million in 2024 is due to the contribution of the joint venture with SEAPEAK LPG and the gain on disposal following the sale of the accommodation barge WARIBOKO by the 40% owned investee, Electra Offshore Ltd. EXMAR has provided guarantees to financial institutions that granted credit facilities to its equity accounted investees. As of December 31, 2024 an amount of USD 381.4 million (December 2023: USD 475.2 million) was outstanding under such loan agreements, of which EXMAR has guaranteed USD 190.7 million (December 2023: USD 237.6 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 14 - 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 194 NOTE 18 - FINANCIAL INFORMATION EQUITY ACCOUNTED INVESTEES EXMAR has no liabilities towards its equity accounted investees and has the following assets: (In thousands of USD) 2024 2023 Investments in equity accounted investees: Joint ventures 156,643 134,776 Associates 3,046 612 Borrowings to equity accounted investees: Long-term - Gross 2,037 2,047 Long-term - Impairment -2,037 -2,047 Short-term (or current portion of long-term) - Gross 700 11,597 Short-term (or current portion of long-term) - Impairment -652 0 Trade and other receivables (see also Note 35 - Related parties) Gross balance 8,277 12,858 Impairment -6,844 -4,607 Total 161,170 155,236 The investments at year-end 2024 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, of which six 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 New company created in 2024, which will own EXMAR LPG France Shipping SEAPEAK various newbuids of the midsize gas segment in the coming years (vessels are under construction and will be delivered in the period 2025-2027). Associates Segment Ownership% Description activities Ecos Srl Supporting 33.30% Ship Management and operational services services Marpos NV Supporting 45.00% Provides waste solutions for maritime industry services 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 In 2024, the Group incorporated EXMAR LPG France, of which it owns 50%. In 2024, the Group recognized an additional impairment of the trade and other receivables on its equity accounted investees, Exview Hong Kong Ltd and Electra Offshore Ltd, of USD 2.2 million. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 195 (In thousands of USD) Joint ventures Associates JV partner Seapeak MOL ASS Ownership percentage 50% 50% 50% 33% 45% 40% Total Monte- Estrela Total Entity Seapeak riggioni Ltd ECOS Marpos Wariboko TOTAL companies Non current assets 663,932 0 7,788 237 380 -2,720 669,617 Current assets 127,716 155 6,484 19,789 1,240 15,052 170,436 of which cash and cash 143,216 155 5,319 -191 896 1,591 150,986 equivalents Non current liabilities 519,302 0 0 -2 0 14,215 533,515 of which bank borrowings 357,828 0 0 0 0 0 357,828 of which finance leases 33,572 0 0 -2 0 0 33,570 of which other borrowings 0 0 0 0 0 4,715 4,715 Current liabilities 175,423 1,460 1,611 19,728 373 20,414 219,009 of which bank borrowings 31,230 0 0 0 0 0 31,230 of which finance leases 48,999 0 0 -3 0 0 48,996 of which other borrowings 0 0 0 0 0 1,957 1,957 Revenue 173,170 0 10,248 2,138 2,478 0 188,034 Depreciation and amortization 64,039 0 1,756 13 88 4 65,900 Interest income 9,269 177 0 0 0 295 9,741 Interest expense 37,232 0 0 3 6 899 38,140 Income tax expense 84 0 0 136 164 0 384 Profit or (loss) from continuing 44,179 -1,343 1,657 69 475 8,326 53,363 operations Other comprehensive income 1,212 0 0 0 0 0 1,212 Total comprehensive income 45,391 -1,343 1,657 69 475 8,326 54,575 0 Net assets (100%) 300,622 -1,305 12,661 300 1,247 -12,797 300,728 EXMAR share in net assets 150,311 -653 6,331 100 561 -5,119 151,531 Share in net assets of equity accounted investees on January 1, 127,634 19 7,123 84 528 -7,063 128,325 2024 Netting negative equity and 7,063 7,063 impairment on January 1, 2024 Share in net assets of equity accounted investees on 127,634 19 7,123 84 528 0 135,388 January 1, 2024, after netting negative equity Share in total comprehensive 22,680 -672 829 23 214 3,330 26,404 income Dividends 0 0 -1,623 0 -146 0 -1,769 Foreign currency translation 0 0 1 20 -35 0 -14 differences Other 0 0 -113 0 0 -113 Netting negative equity and 0 653 0 0 0 -860 -207 impairment in the year 2024 Share in net assets of equity accounted investees on 150,313 0 6,330 14 561 2,471 159,689 December 31, 2024, after netting negative equity 5.2 CONSOLIDATED FINANCIAL STATEMENTS 196 (In thousands of USD) Joint ventures Associates JV partner Seapeak MOL ASS Ownership percentage 50% 50% 50% 33% 45% 40% Total Monte- Estrela Total Entity Seapeak riggioni Ltd ECOS Marpos Wariboko TOTAL companies 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 106,993 4,881 6,821 2,036 841 1,446 123,019 equivalents 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 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 62,069 62 1,743 0 442 -9,539 54,777 operations 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 98,751 -8 7,882 0 457 -1,961 105,121 January 1, 2023 Share in total comprehensive 28,880 31 872 0 199 0 29,981 income Increase (Decrease) through business combinations and other 0 0 0 154 0 0 154 share deals Dividends 0 0 -1,630 0 -142 0 -1,772 Foreign currency translation 0 0 0 -73 14 0 -59 differences Other 3 -4 0 3 0 2 Share in net assets of equity accounted investees 127,634 19 7,123 84 528 -1,961 133,427 on December 31, 2023 Netting negative equity and 0 0 0 0 0 1,961 1,961 impairment Share in net assets of equity accounted investees on 127,634 19 7,123 84 528 0 135,388 December 31, 2023, after netting negative equity 5.2 CONSOLIDATED FINANCIAL STATEMENTS 197 NOTE 19 - BORROWINGS TO EQUITY ACCOUNTED INVESTEES (In thousands of USD) Shipping Infrastructure Supporting Total services 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 2,402 Foreign currency translation differences 0 1 1 As per December 31, 2023 0 11,597 0 11,597 More than 1 year 0 0 0 0 Less than 1 year 0 11,597 0 11,597 As per January 1, 2024 0 11,597 0 11,597 New loans and borrowings 700 0 0 700 Accrued interest 0 899 0 899 Repayments 0 -12,500 0 -12,500 Netting negative equity and impairment -652 0 0 -652 Foreign currency translation differences 0 4 0 4 As per December 31, 2024 48 0 0 48 More than 1 year 0 0 0 0 Less than 1 year 48 0 0 48 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 2024, EXMAR obtained reimbursement of a borrowing for USD 12.5 million. Electra Offshore Ltd (Infrastructure segment) USD 0 million (December 2023: USD 11.6 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 2024, the accrued interests were added and the loan has been reimbursed. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 198 NOTE 20 - TAX ASSETS AND LIABILITIES Current tax assets and liabilities December 31 (In thousands of USD) 2024 2023 Current tax assets 4,184 5,900 Current tax liabilities 6,441 3,544 Deferred tax assets and liabilities December 31, 2024 December 31, 2023 (In thousands of USD) Assets Liabilities Assets Liabilities Other tangible assets 4,212 0 3,096 2,597 Employee benefits 131 0 170 0 Financial instruments 0 0 0 138 Tax losses / timing differences 423 0 1,333 0 Other 0 0 0 291 Deferred tax assets / liabilities 4,766 0 4,599 3,026 Tax assets not recognised -131 0 -170 0 Deferred tax assets and liabilities 4,635 4,429 3,026 recognized 0 Deductible temporary differences 131 170 Unused tax losses and investment tax credits 57,818 61,061 Deferred tax assets/ liabilities not 57,949 0 61,232 0 recognised The deferred tax assets for the years 2024 and 2023 are mainly driven by the recognition at Group level of the deferred tax balances in EXMAR Offshore Cy due to timing differences. 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 2024 (2023: USD 0.7 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 199 NOTE 21 – FINANCIAL ASSETS AT FVTPL (In thousands of USD) 2024 2023 Quoted shares 60,259 701 Unquoted shares 762 37,227 Financial Assets - FVTPL 61,021 37,928 The quoted shares include : ■ 1,605,833 shares of Vantage Drilling International Ltd. (Vantage) (75,000 shares were additionally acquired in 2024 for USD 1.8 million), representing approximately 12.3% of total shares in Vantage. Vantage is listed on the Oslo stock exchange (‘VDI’) and valued USD 40.9 million at December 31, 2024. Last year, the value of these assets were provided by OTCMKTS ■ 116,338 shares of Frontera Energy Corporation quoted at CAD 8.64 on December 31, 2024 (December 31, 2023: CAD 7.97). ■ 7,825,837 shares of Ventura Offshore Holding Ltd., acquired in 2024, for USD 18.6 million. Ventura is listed on the Oslo stock exchange (‘VTURA’) and valued USD 18.6 million at December 31, 2024. The unquoted shares include: ■ 149 shares of Sibelco, acquired in 2014. NOTE 22 - INVENTORIES (In thousands of USD) 2024 2023 Raw materials and supplies 0 7,248 Work in progress 0 4,868 Goods purchased for resale 0 183 Advance payments 0 1,829 Finished goods 0 1,006 Inventories 0 15,134 The inventory decreases by USD 15.1 million following the sale of Bexco NV in 2024 (see Note 4 Divestitures). 5.2 CONSOLIDATED FINANCIAL STATEMENTS 200 NOTE 25 - SHARE CAPITAL AND RESERVES Share capital and share premium Number of ordinary shares 2024 2023 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. NOTE 24 – CASH AND CASH EQUIVALENTS (In thousands of USD) 2024 2023 Bank 114,142 176,702 Cash in hand 10 5 Short-term deposits 160,585 223 Balance as per December 31 274,737 176,930 We refer to the consolidated statement of cash flows for a detailed analysis of the cash movements. NOTE 23 - TRADE AND OTHER RECEIVABLES (In thousands of USD) 2024 2023 Trade receivables (including contract assets)-Gross 121,668 83,753 Impairment trade receivables -11,106 -8,514 Cash guarantees 179 169 Other receivables 8,886 15,186 Deferred charges and accrued income 4,259 6,789 Balance as per December 31 123,886 97,384 Of which financial assets 116,824 87,943 The increase in the trade and other receivables in 2024 is primarily the result of the outstanding receivables in the Congo branch related to the hire for accommodation barge NUNCE and to engineering, maintenance and operations services for the Marine XII project. The contract assets (cfr. Note 5 - Revenue) included in the table above amounted to USD 16.0 million for the period ended December 31, 2024 (December 2023: USD 25.5 million). The additional impairment in 2024 on trade receivables relates mainly to equity accounted investments for an amount of USD 2.2 million (see Note 18 – Financial information equity accounted investees). 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 201 NOTE 26 - EARNINGS PER SHARE For the 12 months ended 2024 2023 Result for the period, attributable to owners of the Company 180,471 71,972 (in thousands USD) Issued ordinary shares as per December 31 59,500,000 59,500,000 Effect of treasury shares -1,956,013 -1,956,013 Weighted average number of ordinary shares as per December 31 57,543,987 57,415,904 Basic earnings per share in USD 3.15 1.25 2024 2023 Result for the period, attributable to owners of the Company 180,471 71,972 (in thousands USD) Weighted average number of ordinary shares as per December 31 57,543,987 57,415,904 Dilution effect of share based compensation 5,804 62,725 Weighted average number of ordinary shares including options 57,549,791 57,478,629 Diluted earnings per share in USD 3.14 1.25 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 the first 6 months of 2023 a total of 247,250 options of plan 10 were exercised at a price of 9.62 EUR per share. No share options remained at December 31, 2023. Treasury shares The reserve for treasury shares comprises the cost of the Company’s shares held by the Group. 2024 2023 Number of treasury shares held as of December 31 1,956,013 1,956,013 Book value of treasury shares held (in thousands USD) 38,160 38,160 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 and XAF 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. Interest rate swap (IRS) contracts have been closed to cover the exposure on variable interest rates (see Note 31). 5.2 CONSOLIDATED FINANCIAL STATEMENTS 202 NOTE 27 – BORROWINGS Bank loans Other loans Lease liabilities Total (In thousands of USD) ROU assets As of 1 January 2023 188,891 19,192 10,264 218,347 New loans and borrowings 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 0 296 470 Accrued interest payable 180 398 0 579 Contract re-measurement/ contract 0 0 104 104 modification 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 As of 1 January 2024 247,626 8,664 9,022 265,311 New loans 100,500 -0 384 100,884 Derecognition upon sale of shares -3,513 0 -4,000 -7,513 Repayments -36,297 -5,766 -1,814 -43,878 Paid transaction cost -1,060 0 0 -1,060 Amortized transaction costs 590 20 0 610 Exchange differences -61 -0 -394 -456 Accrued interest payable 1,285 81 0 1,366 Contract re-measurement/ contract 0 0 1,287 1,287 modification As of 31 December 2024 309,070 2,998 4,484 316,552 More than 1 year 272,269 2,998 2,527 277,794 Less than 1 year 36,801 0 1,957 38,759 As of 31 December 2024 309,070 2,998 4,484 316,552 Shipping segment 130,873 2,998 394 134,265 Infrastructure segment 178,197 0 2,554 180,751 Supporting services segment 0 0 1,537 1,537 As of 31 December 2024 309,070 2,998 4,484 316,552 5.2 CONSOLIDATED FINANCIAL STATEMENTS 203 Bank loans The bank loans mainly relate to: FLANDERS INNOVATION & FLANDERS PIONEER – USD 123.7 million (December 2023: USD 129.7 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 5.6 million (December 2023: USD 15.8 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 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. The early buy out options for these vessels were paid in 2024. EXMAR exercised an early buy out option with payment in the first quarter of 2025. All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”). Bank loans Solaia Shipping LLC and Bexco NV – USD 0 million (December 2023: USD 7.1 million) The amended syndicated bank loan of EXMAR’s subsidiary Solaia Shipping LLC, that dated from December 2021, was repaid in 2023. The outstanding loans of Bexco NV as per December 31, 2023 amounting to USD 7.1 million was partially repaid (USD 3.5 million) before the exit of the company from the consolidation scope (see Note 4 Divestitures). EEMSHAVEN - USD 81.2 million (December 2023: 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”). EXCALIBUR - USD 96.9 million (December 2023: USD 0 million) On July 29, 2024 EXMAR Export Netherlands BV (a 100% subsidiary of EXMAR NV) signed a Bareboat Charter agreement of USD 100.5 million with Ocean Offshore 2401 Ltd, for the financing of EXCALIBUR, maturing February 20, 2034. The agreement has an interest rate of SOFR 3 months plus 2.20%. The agreement is repayable in thirty- eighth quarterly tranches and a balloon at termination date. The obligations of the borrower are initially guaranteed by EXMAR Energy Hong Kong Ltd and EXMAR NV is the standby guarantor. Other loans Pressurized fleet - USD 3.0 million (December 2023: USD 8.7 million) The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option) financing. At December 31 2024, the outstanding balance amounts to USD 3.0 million and relates to one vessel. Management assumes to exercise the purchase options of the remaining vessel before or at the end of the lease, which will then result in an additional cash out of USD 3.0 million. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 204 Available credit facilities As of December 31, 2024 EXMAR has no longer available credit facilities. 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. On October 23, 2024 the parties agreed on an amount of USD 381.4 million as revolving credit facility and the expiry date was extended. The loan matures on December 16, 2029. As at December 31, 2024, EXMAR Shipping BV had drawn USD 381.4 million of the revolving credit facility. 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 ratios. 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 Pressurized Credit Actual Actual Ratio facility facilities 1 December 31, December 31, 2024 2 2023 2 Minimum Book equity ≥ USD 300 NA USD 647.0 USD 519.4 million million million Minimum free cash ≥ USD 25 ≥ USD 20 USD 355.0 USD 240.0 million million million million Equity ratio (Equity/Total assets) ≥ 25% NA 50.87% 44.18% Working capital min positive min positive USD 444.7 USD 213.8 million million Net financial indebtedness ratio NA < 70% 23.42% 32.84% Outstanding loan amount 8,638 81,851 (in thousands of USD) 1. Relates to the 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, 2024, EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously monitoring compliance with all applicable covenants to meet all covenants per June 2025 and December 2025. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 205 NOTE 28 - 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 2024 and 2023 no new plans were implemented. 2024 2023 Reconciliation of outstanding share Number of Weighted Number of Weighted options options average options average exercise price exercise price Outstanding share options at 1 January 0 0.00 321,250 9.62 New options granted 0 0.00 0 0.00 Changes during the year Options exercised -317,250 9.62 Options forfeited -4,000 9.62 Outstanding share options at 31 December 0 0.00 0 0.00 Exercisable share options at 31 December 0 0.00 0 0.00 At the end of December 2023 there were no options remaining. All plans have been fully expensed since 2018. NOTE 29 - 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 206 Employee benefits (In thousands of USD) 2024 2023 2022 2021 2020 DEFINED BENEFIT PLANS Present value of funded obligations -6,105 -7,417 -7,523 -9,631 -10,969 Fair value of the defined plan assets 5,421 6,549 6,601 9,017 9,408 Present value of net obligations -684 -868 -922 -614 -1,561 BELGIAN DEFINED CONTRIBUTION PLAN WITH GUARANTEED RETURN Present value of funded obligations -6,254 -6,701 -5,690 -8,102 -9,559 Fair value of the defined plan assets 6,153 6,570 5,571 7,986 9,405 Present value of net (obligations) -101 -131 -119 -116 -154 assets Total employee benefits -785 -999 -1,040 -730 -1,715 Defined benefit plan (In thousands of USD) 2024 2023 CHANGES IN LIABILITIES DURING THE PERIOD 1 Liability as per 1 January 14,118 13,213 Distributions -1,943 -1,329 Actual employee's contributions 232 225 Interest expense 432 499 Current service cost 695 546 Actual taxes on contributions paid (excluding interest) -122 -146 Actuarial gains/losses -238 624 Exchange differences -815 486 Liability as per 31 December 12,359 14,118 CHANGES OF FAIR VALUE OF PLAN ASSETS 1 Plan assets as per 1 January 13,119 12,172 Contributions 1,188 1,400 Distributions -1,943 -1,329 Interest income 423 479 Actual taxes on contributions paid (excluding interest) -122 -146 Actual administration costs -62 -75 Actuarial gain/loss -279 168 Exchange differences -750 451 Plan assets as per 31 December 2 11,574 13,119 Net defined liability as per 31 December 785 999 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 defined benefit plan. 2. The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 207 (In thousands of USD) 2024 2023 EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS Current service expenses -695 -546 Interest expense -432 -499 Expected return on plan assets 423 479 Administration cost -62 -75 Total pension cost recognised in the income statement (see Note 10) -766 -642 EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME Recognition of actuarial gains and losses -41 -456 Total pension cost recognised in other comprehensive income -41 -456 The expected employer contributions to be paid for the next financial year amount to: (In thousands of USD) 2024 2023 EXPECTED NEXT YEAR CONTRIBUTIONS Best estimate of contributions expected to be paid during next year 740 990 The actuarial assumptions and average duration of the plans are detailed below: (In weighted averages) 2024 2023 MOST SIGNIFICANT ASSUMPTIONS Discount rate at 31 December 3.15% 3.20% Expected return on assets at 31 December 3.15% 3.20% Inflation 2.00% 2.20% Duration of defined benefit plans (in years) 8 8 Duration of the Belgian defined contribution plans (in years) 13 13 The plan assets are composed as follows: (In thousands of USD) 2024 2023 Shares 4.0% 4.0% Bonds & loans 87.0% 87.0% Property investments 8.0% 8.0% Cash 1.0% 1.0% 5.2 CONSOLIDATED FINANCIAL STATEMENTS 208 NOTE 30 - TRADE AND OTHER PAYABLES (In thousands of USD) 2024 2023 Trade payables 38,938 40,721 Other payables 16,233 96,002 Deferred income 11,081 10,186 Trade and other payables 66,252 146,909 Of which financial liabilities (Note 31) 53,603 134,717 The decrease of the trade payables compared to 2023 is mainly explained by the sale of Bexco in 2024. Other payables contain advances received, VAT and payroll payables. The decrease relates to the contingent consideration liability of USD 78.0 million booked in 2022 relating to TANGO FLNG, which is realized in 2024 (see Note 6 - Gain on disposal). Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire. NOTE 31 - 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, 2024 Level 1 Level 2 Level 3 Total Derivative financial asset 0 1,658 0 1,658 Equity securities - FVTPL 60,259 762 0 61,021 Total financial assets carried at fair value 60,259 2,420 0 62,679 Derivative financial liabilities 1,240 Total financial liabilities carried at fair value 0 1,240 0 0 (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 Financial instruments other than those listed above are all measured at amortized cost. The Group has an investment in Vantage Drilling. This company became quoted in 2024. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 209 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 27 - 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 2024 and 2023, 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. Exposure to risk (In thousands of USD) 2024 2023 Borrowings to equity accounted investees 48 11,597 Derivative financial assets 1,658 550 Other investments - equity instruments at FVTPL 61,021 37,928 Trade and other receivables (see Note 23) 116,824 87,943 Cash and cash equivalents 274,737 176,930 Carrying amount of financial assets 454,288 314,949 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 2024, we recorded impairment charges for borrowings to and trade receivable balances from equity accounted investees for a total amount of USD 2.2 million. No impairment charges on other (non-trade) third party receivable were required in 2024. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 210 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. In 2024 interest rate swap (IRS) agreements are in place as well in subsidiaries as within our equity accounted investees. In 2023 there were only IRS agreements within the 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) 2024 2023 Total borrowings (excluding lease liabilities) 312,068 256,290 with fixed interest rate 126,734 138,389 with variable interest rate 185,334 117,900 Net exposure 185,334 117,900 The amount of variable interest rate borrowings increased significantly during 2024 as a result of the new facility agreement for the financing of the FSRU EXCALIBUR (see Note 27 - 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) 2024 2023 + 50 bp - 50 bp + 50 bp - 50 bp Variable interest rate borrowings 927 -927 590 -590 Interest rate swaps and cross-currency 0 0 0 0 rwate swaps Sensitivity (net), of which 927 -927 590 -590 Impact in profit and loss 927 -927 590 -590 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. 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, 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 2024, financial instrument contracts were outstanding to cover the EUR/USD. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 211 Exposure to risk Exposure to currency risk, based on notional amounts in thousands of foreign currency: (In thousands 2024 2023 of local currency) XAF EUR SGD ARS XAF EUR SGD ARS Receivables 0 40,086 245 74,049 1,975,725 9,730 272 230,930 Payables -32,117,074 -20,108 -468 -50,144 0 -11,464 -368 -83,302 Interest-bearing 0 0 0 0 0 0 0 0 loans Balance sheet -32,117,074 19,978 -223 23,905 1,975,725 -1,734 -96 147,628 exposure Forward contracts Net exposure -32,117,074 19,978 -223 23,905 1,975,725 -1,734 -96 147,628 In thousands -50,867 20,755 -163 23 3,328 -1,916 -73 183 of USD The above overview reflects the exposure for the top-4 currency risks. Sensitivity analysis As per December 31, 2024 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of profit or loss with USD +2.08 million (2023: USD -0.19 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, 2024 an increase in the year-end XAF/USD rate of 10% would affect the statement of profit or loss with USD -5.09 million (2023: USD +0.33 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, 2024, EXMAR was compliant with all covenants. We also refer in this respect to Note 27 - 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 19 - 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 5.2 CONSOLIDATED FINANCIAL STATEMENTS 212 under financial guarantees. (In thousands of USD) Contractual cash flows Interest Carrying Total < 1 year 1-2 2-5 > 5 December 31, 2024 Curr. rate Matur. amount years years years Bank loans VLGC's USD 5,62% 2036 -123,736 -190,631 -13,258 -13,104 -39,026 -125,243 Bank/other loans - USD LIBOR+ 2025 -8,651 -5,872 -5,872 0 0 0 pressurized fleet 2.4% Bank loan - USD SOFR 3m 2027 -81,851 -92,685 -18,786 -17,699 -56,200 0 EEMSHAVEN +2.16% Bank loan - USD SOFR 3m 2034 -97,830 -135,951 -17,002 -16,259 -42,250 -60,440 EXCALIBUR +2.2% Lease liabilities USD -3,777 -2,506 -819 -836 -851 0 Lease liabilities EUR -393 -1,578 -966 -337 -261 -14 Lease liabilities SGD 0 -352 -121 -138 -93 0 Lease liabilities CNY 0 -126 -51 -51 -23 0 Lease liabilities INR -159 -186 -54 -57 -75 0 Lease liabilities XAF -156 -164 -86 -78 0 0 -316,552 -430,050 -57,015 -48,559 -138,779 -185,697 Borrowings to equity USD 700 784 784 0 0 0 accounted investees Financial guarantees USD 0 -206,283 -30,754 -29,377 -146,153 0 (In thousands of USD) Contractual cash flows Interest Carrying Total < 1 year 1-2 2-5 > 5 December 31, 2023 Curr. rate Matur. amount years years years Bank loans VLGC's USD 5,62% 2036 -129,740 -190,631 -13,258 -13,104 -39,026 -125,243 Bank/other loans - USD LIBOR+ 2024 - -15,820 -26,063 -12,586 -13,477 0 0 pressurized fleet 2.4% 2025 Bank loan - USD SOFR 3m 2027 -94,746 -112,735 -20,047 -18,789 -73,899 0 EEMSHAVEN +2.16% Bank loans - other EUR EURIBOR + 2028 -15,983 -6,598 -6,605 -115 122 0 1.7% 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 USD 11,597 12,989 12,989 0 0 0 accounted investees Financial guarantees USD 0 -237,584 -31,301 -30,754 -175,530 0 5.2 CONSOLIDATED FINANCIAL STATEMENTS 213 Fair values Carrying amounts versus fair values (In thousands of USD) 2024 2023 FV Carrying Fair FV Carrying Fair hierarchy amount value hierarchy amount value Borrowings to equity accounted 2 48 48 2 11,597 11,597 investees Other investments - equity instruments 1/2 61,021 61,021 1/2 37,928 37,928 at FVTLP Derivative financial asset 2 1,658 1,658 2 550 550 Borrowings (excluding lease liabilities) 2 -312,068 -333,285 2 -256,290 -280,280 -249,341 -270,558 -206,214 -230,204 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 • Ventura Offshore shares (acquired in 2024) • Vantage Drilling shares (as of closing 2024) Non-quoted closing fixing price at reporting date through a public auction via Euronext for Sibelco shares Vantage Drilling was at the closing 2023 an Over-the-counter (OTC) security and was a consequence not listed on a major exchange and is instead traded via a broker-dealer network. Pricing was set according to the bid/ask principle. In 2024 Vantage Drilling became a quoted company. ■ 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 214 NOTE 32 – 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, 2023 9,152 510 9,661 Balance as per December 31, 2024 3,812 442 4,253 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 16 - 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 31 - Financial risks and financial instruments. Amounts recognised in profit or loss (In thousands of USD) LEASES UNDER IFRS 16 2024 2023 Interest on lease liability 214 238 Expenses related to short-term leases and low value assets 407 468 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 2024 was USD 99.6 million (2023: USD 108.9 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 with USD 85.5 million in total lease payments (at the subsidiaries) compared to 2023 is the result of lease contracts of VLGC, EEMSHAVEN, EXCALIBUR and reduced pressurized fleet coming closer to maturity. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 215 NOTE 33 - CAPITAL COMMITMENTS As per December 31, 2024, the Group has capital commitments for a total value of USD 236.7 million (being EXMAR's share), whereto USD 64.8 million advances have been paid in 2022, 2023 and 2024. This relates to an order placed by EXMAR together with its joint-venture partner SEAPEAK (each 50%) for six 46,000m3 newbuild dual-fuel MGC’s. EXMAR’s outstanding commitment for this order is USD 171.9 million (December 31, 2023: USD 110.5 million). In 2025, the Group acquired four 41,000 m 3 dual-fuel MGC newbuild contracts from Avance gas, for an amount of USD 165,2 million (see Note 38 – Subsequent events). NOTE 34 – 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. 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) 2024 2023 Less than one year 75,365 81,029 One to two years 60,826 65,421 Two to three years 37,070 57,407 Three to four years 22,058 36,714 Four to five years 18,250 22,075 More than five years 73,106 109,500 Total operating leases under IFRS 16 (Subsidiaries) 286,675 372,147 As of December 31 Less than one year 78,086 77,283 One to two years 20,435 20,524 Two to three years 23,087 5,432 Three to four years 31,008 1,806 Four to five years 29,196 0 More than five years 58,392 0 Total operating leases under IFRS 16 (Equity accounted investees) 240,204 105,045 As of December 31 NOTE 35 - 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 105 to the Group in 2024 (2023: KEUR 91). The outstanding balance at December 31, 2024 amounted to KEUR 24 (2023: KEUR 28). 5.2 CONSOLIDATED FINANCIAL STATEMENTS 216 Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 3.400 during 2024 (2023: KEUR 2.400). The outstanding balance at December 31, 2024 amounted to KEUR 2.200 (2023: KEUR 0). Furthermore, Saverex charged KEUR 0 administrative expenses in 2024 (2023: KEUR 1) and KEUR 108 time-charter revenue for the yacht “Douce France” to EXMAR Yachting (2023: KEUR 0). The balance outstanding at year-end 2024 amounted to KEUR 0 (2023: KEUR 0). EXMAR Shipmanagement charged KEUR 43 to Saverex for shipmanagement services in respect of the yacht “Douce France” in 2024 (2023: KEUR 111), for which KEUR 2 is outstanding (2023: KEUR 4). EXMAR Yachting charged KEUR 5 to Saverex for commission (2023: KEUR 0), of which no amount is outstanding (2023: KEUR 0). Travel PLUS invoiced a total of KEUR 130 to Saverex in respect of travel services provided during 2024 (2023: KEUR 89), of which KEUR 4 is outstanding (2023: KEUR 0). TLH Heliskiing invoiced to group KCAD 329 regarding services rendered of which no amount is outstanding. Furthermore, during 2024, an amount of KEUR 213 (2023: KEUR 204) was invoiced to Mr Nicolas Saverys as a recharge of private expenses. The related outstanding balance amounted to KEUR 0 (2023: KEUR 42). 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, 2024 December 31, 2023 (In thousands of USD) Receivables Payables Capex Receivables Payables Ship management services 5,133 1,562 0 11,840 0 General, accounting and corporate services 1,042 0 0 1,018 0 Site supervision & plan approval services 0 0 0 0 0 Rental services 0 0 0 0 0 2024 2023 Services Services Capex Services Services provided received provided received (In thousands of USD) P&L P&L P&L P&L Ship management services 10,277 0 0 15,156 0 General, accounting and corporate services 861 0 0 1,112 0 Site supervision & plan approval services 0 0 0 0 0 Rental & other services 0 0 2,223 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 19 - Borrowings to equity accounted investees for an overview of these borrowings and to Note 12 - Finance result for the total amount of interest income. Transactions with key management personnel In respect of the transactions with key management personnel, we refer to the Remuneration report of 2024 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 107 expenses and KEUR 0 transaction fee (2023: KEUR 83). Based on agreement with Chairman Bexco BV made in the past a success fee of KEUR 1.000 was granted to FMO BV pursuant to the sale of Bexco. The relating outstanding amount per December 31, 2024 in respect of these services is KEUR 17 (2023: KEUR 0). 5.2 CONSOLIDATED FINANCIAL STATEMENTS 217 Board of Directors (In thousands of EUR) 2024 2023 Chairman 100 100 Other members (individual amount) 50 50 Total paid 450 469 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 2024 nor 2023. The outstanding amount in respect of recharged private expenses to Mr. Nicolas Saverys was zero per December 31, 2024 and KEUR 42 per December 31, 2023. Audit and Risk Committee (In thousands of EUR) 2024 2023 Chairman 20 20 Other members (individual amount) 10 10 Total paid 50 50 Nomination and Remuneration Committee (In thousands of EUR) 2024 2023 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 2024, the Executive Committee consisted of five 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 218 NOTE 36 - GROUP ENTITIES Country of Consolidation Ownership CONSOLIDATED COMPANIES incorporation method 2024 2023 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 LPG France 1 France Equity 50.00% 0.00% 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 Italy Equity 33.30% 33.30% 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% (In thousands of EUR) 2024 2023 EXECUTIVE COMMITTEE, excluding CEO Total fixed remuneration 1,725 1,556 of which for insurance and pension plan 0 of which value of share options 0 Total variable remuneration 1,400 1,205 (In thousands of EUR) 2024 2023 Nicolas Saverys/Saverex Total fixed remuneration 1,200 1,200 of which for insurance and pension plan 0 of which value of share options 0 Total variable remuneration 2,200 1,200 (In thousands of EUR) 2024 2023 CEO Total fixed remuneration 350 575 of which for insurance and pension plan 0 of which value of share options 0 Total variable remuneration 100 288 No loans were granted to the members of the executive committee in 2024 or 2023. No options were granted to key management in 2024 and 2023. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 219 Country of Consolidation Ownership CONSOLIDATED COMPANIES incorporation method 2024 2023 Subsidiaries Ahlmar Germany GmbH3 Germany Full 0.00% 100.00% Bexco NV2 Belgium Full 0.00% 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 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 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 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 2024 2 Shares sold 3 Company liquidated in 2024 5.2 CONSOLIDATED FINANCIAL STATEMENTS 220 NOTE 37 - 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) 2024 2023 Audit services 579 439 Audit related services 178 257 Tax services 54 60 Fees statutory auditor 811 756 For 2024 and 2023, the non-audit fees do not exceed the audit fees. 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 2024. We also refer to Note 14 - Vessels and barges and Note 17 - Investments in equity accounted investees as disclosed in this report for additional information. NOTE 38 - SUBSEQUENT EVENTS ■ After December 2024 subsequent events occurred. ■ In the equities owned investments several transactions occurred: • In January 2025 EXMAR took delivery of the 46,000m³ newbuild dual-fuel MGC, named CHAMPAGNY. • In the 1st quarter of 2025, the group closed the transfer of 4 shipbuilding contracts from Avance gas. These 4 dual-fuel LPG vessels will be equipped with cutting-edge dual-fuel LPG engines, positioning EXMAR as a pioneer in adopting cleaner and more sustainable maritime fuels. These vessels will be delivered in 2025 & 2026. (see Note 33 – capital commitments) • An agreement was reached for the delivery of the MGC WAREGEM in April 2025. ■ On 11 February 2025, Saverex launched its voluntary and conditional public takeover offer for all outstanding shares in EXMAR NV that are not yet owned by it, at a price of EUR 11.50 per share and would be paid in cash (the Bid”). The bid price will be reduced on a euro-for-euro basis by the gross amount of any distributions made by EXMAR to its shareholders (including in the form of a dividend, distribution of share premiums, capital reduction or in any other form) with a payment date falling after the date of this press release and before the payment date of the Bid. The Bid is subject to conditions as exposed in the Prospectus and approved by the FSMA. ■ In 2025 EXMAR delivered the vessels HELANE and DEBBIE to its new owners. ■ A sales agreement was signed in March 2025 for the sale of the pressurized vessel FATIME, which will be delivered in January 2026. ■ The warranty period of the engineering, procurement and construction contracts for the Marine XII project in Congo ended in February 2025. As a consequence, EXMAR reversed the related provision for warranty claims in the first quarter of 2025 (positive impact of USD 15 million). No other subsequent events occurred. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 221 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, 2024, 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. STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’ MEETING OF EXMAR NV FOR THE YEAR ENDED 31 DECEMBER 2024 - 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 May 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 8 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 2024, 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 1 020 186 (000) USD and the consolidated statement of comprehensive income shows a profit for the year then ended of 180 991 (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 2024 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS Accounting Standards) 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 222 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 368 575 (000) USD represent 36% of the consolidated statement of financial position as at 31 December 2024. 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 14 – 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 223 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 Accounting Standards) 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 224 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, including the sustainability statement 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 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 and other information disclosed in the annual report on the consolidated financial statements The annual report contains the sustainability statement which is the subject of our separate limited assurance report on the sustainability statement. This section does not pertain to the assurance on the consolidated sustainability statement included in the annual report. For this part of the annual report on the consolidated financial statements, we refer to our report on the matter. 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. 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. 5.2 CONSOLIDATED FINANCIAL STATEMENTS 225 ■ 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 2024 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 5.3 STATUTORY FINANCIAL STATEMENTS EXMAR NV 226 5.3 Statutory financial statements EXMAR NV 5.3 STATUTORY FINANCIAL STATEMENTS EXMAR NV 227 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) 31/12/2024 31/12/2023 BALANCE SHEET Fixed assets 484,689 320,512 (In-)tangible assets 373 192 Financial assets 484,315 320,320 Current assets 320,469 137,269 Amounts receivable within one year 123,445 53,723 Investments 134,811 18,147 Cash and cash equivalents 60,913 64,427 Accrued income and deferred charges 1,300 973 Total assets 805,158 457,781 Equity 599,625 306,609 Capital 88,812 88,812 Share premium 124,634 124,634 Reserves 94,061 87,200 Accumulated profits 292,118 5,964 Provisions and deferred taxes 2,850 13,296 Provisions 2,850 13,296 Liabilities 202,683 137,875 Amounts payable on more than one year 79,855 Amounts payable within one year 122,828 137,875 Total equity and liabilities 805,158 457,781 (In thousands of USD) 01/01/2024 01/01/2023 STATEMENT OF PROFIT OR LOSS 31/12/2024 31/12/2023 Operating income 5,736 6,121 Operating expenses -9,236 -28,415 Operating result -3,500 -22,293 Financial income 301,994 36,334 Financial expenses -4,480 -11,598 Result for the year before tax 294,014 2,443 Income tax -999 192 Result for the year 293,015 2,634 Appropriation of result Result to be appropriated 298,979 294,648 Transfer from/(to) capital and reserves -6,861 88,045 Result to be carried forward -292,118 -5,964 Distribution of result -376,729 6. Glossary 6. GLOSSARY 230 GLOSSARY AER Annual Efficiency Ratio AGM Annual General Meeting AMA Antwerp Maritime Academy ASBL Association Sans But Lucratif BCCA Belgian Code of Companies and Associations BCMA Billion Cubic Meters per Annum BIMCO Baltic and International Maritime Council BOD Board of Directors BTX Mixtures of benzene, toluene, and the three xylene isomers BWMP Ballast Water Management Plan CAPEX Capital Expenditure CBA Collective Bargaining Agreement cbm Cubic meters (m³) CCS Carbon capture and storage CCU Carbon Capture and Utilisation CCUS Carbon Capture, Utilisation and Storage CDI Chemical Distribution Institute CEO Chief Executive Officer CFO Chief Financial Officer CII Carbon Intensity Indicator CMB Compagnie Maritime Belge CO 2 Carbon dioxide COO Chief Operating Officer COSO Committee of Sponsoring Organizations CP Charter Party CSRD Corporate Sustainability Reporting Directive DCR Document Change Request DCS IMO Fuel Oil Data Collection System DOC Document of Compliance DPA Designated Person Ashore DVO DV Offshore EBIT Earnings Before Interest and Taxes EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization Adjusted EBITDA: EBITDA adjusted for certain non-recurring transactions for which management believes that excluding these provides better insights in the actual performance of the Group. ECA Emission Control Area ECSA European Community Ship-Owners Association EEDI Energy Efficiency Design Index EEXI Energy Efficiency Existing Ship Index EGM Expert Group Meeting 6. GLOSSARY 231 EOC EXMAR Offshore Company EPC Engineering, Procurement and Conversion EPD Environmental Product Declaration ERP Enterprise Resource Planning ESG Environment, Social, Governance ESI Environmental Ship Index ESM EXMAR Shipmanagement ESRS European Sustainability Reporting Standards ETS Emission Trading Scheme EU European Union EUA EU Allowances EU MRV EU Monitoring, Reporting and Verification Regulation EU ETS EU Emissions Trading System FID Final Investment Decision FLNG Floating Liquefaction of Natural Gas FOC Fuel Oil Consumption FPS Floating Production System FPSO Floating Production Storage and Offloading-unit fr Fully refrigerated FSIU Floating Storage and Injection Unit FSO Floating Storage and Offloading FSPO Floating Storage Production and Offloading FSRP Floating Storage Regasification and Power generation FSRU Floating Storage and Regasification Unit FSU Floating Storage Unit GDPR General Data Protection Regulation GHG Greenhouse Gas GHGi Greenhouse Gas Intensity HFO Heavy Fuel Oil HSEEQ Health Safety Environmental Energy and Quality HSEQ Health Safety Environment and Quality HSSEQ Health, Safety, Security, Environment and Quality HyMethShip Hydrogen Methanol Ship IAS International Accounting Standards IFRS International Financial Reporting Standards IHM Inventory of Hazardous Materials IMO International Maritime Organization IPCC Intergovernmental Panel on Climate Change IRA Inflation Reduction Act IRO Impact, Risk and Opportunity ISO International Organization for Standardization JHA Job Hazard Analysis JV Joint Venture KPI Key Performance Indicator LCO 2 Liquid Carbon Dioxide 6. GLOSSARY 232 LDO Light Diesel Oil LGC Large Gas Carrier LNG Liquefied Natural Gas LNG/C Liquefied Natural Gas Carrier LNGRV Liquefied Natural Gas Regasification Vessel LOHC Liquid Organic Hydrogen Carrier LOHC Liquid Organic Hydrogen Carrier LPG Liquefied Petroleum Gas LSFO Low Sulphur Fuel Oil LTI Lost Time Injury LTIF Lost Time Injury Frequency LWC Lost Workday Case MAN-ES MAN Energy Solutions SE MARPOL International Convention for the Prevention of Pollution from Ships MDO Marine Diesel Oil MGC Midsize Gas Carrier MGO Marine Gas Oil Midsize 20,000 m³ to 40,000 m³ Mio Million MLC Maritime Labor Convention MMSCFD Million Standard Cubic Feet / day also mentioned as: mm scf / day MMT Million Metric Tons MRV Measurement, Reporting and Verification - EU Regulation No. 757/2015 MT Metric Tons MTI MTI Network, risk management and crisis response company MTPA Metric Tons Per Annum MWh Megawatt hour NH 3 Ammonia NM Nautical Miles NO x Nitrogen Oxides NPK Nitrogen (N) - Phosphorus (P) - Potassium (K) NTVRP US Nontank Vessel Response Plan O&M Operations & Maintenance OB Order Book OCIMF Oil Companies Marine International Forum ODS Ozone Depleting Substances OIM Offshore Terminal Installation Manager OPEX Operating Expenditures OSBIT On Spec, Budget and In Time PDH Propane DeHydrogenation Petchems Petrochemicals PPD Permanent Partial Disability PPM Parts per million pr Pressurized 6. GLOSSARY 233 PTD Permanent Total Disability PVC Polyvinyl chloride R&D Research and Development RBSA Royal Belgian Shipowner’s Association REBITDA Recurring earnings before interests, taxes, depreciations and amortizations SCF Standard Cubic Foot SCR Selective Catalytic Reduction SDG Sustainable Development Goals SEEMP Ship Energy Efficiency Management Plan Semi-ref. Semi-refrigerated LPG carrier SIGTTO Society of International Gas Tanker and Terminal Operators SMPEP Shipboard Marine Pollution Emergency Plan SMS Safety Management System SOLAS International Convention for the Safety of Life at Sea SOPEP Shipboard Oil Pollution Emergency Plan SO X Sulphur Oxides SRDII Second Shareholders’ Rights Directive SRR EU Ship Recycling Regulation No. 1257/2013 STCW International convention on Standards of Training, Certification and Watchkeeping for Seafarers STS Ship-to-ship cargo transfer TC Time Charter TCE Time Charter Equivalent TMSA Tanker Manager and Self-Assessment TRC Total Recordable Case TRCF Total Recordable Case Frequency TTSL Taking The Safety Lead U/C Under Construction ULCV Ultra Large Container Vessel ULGC Ultra Large Gas Carrier UN United Nations UNCLOS United Nations Convention on the Law of the Sea USCG United States Coast Guard USD United States Dollar US EPA United States Environmental Protection Agency UV Ultra Violet VCM Vinyl Chloride Monomer VLAC Very Large Ammonia Carrier VLGC Very Large Gas Carrier VLSFO Very Low Sulphur Fuel Oil VOC Volatile Organic Compounds COLOPHON Board of Directors ■ Nicolas Saverys – Executive Chairman ■ FMO BV represented by Francis Mottrie ■ ACACIA I BV represented by Els Verbraecken ■ Maryam Ayati ■ Michel Delbaere ■ Wouter De Geest ■ Carl-Antoine Saverys ■ Stephanie Saverys ■ Baron Philippe Vlerick ■ Isabelle Vleurinck Executive Committee ■ Casaver BV represented by Carl-Antoine Saverys Chief Executive Officer ■ FMO BV represented by Francis Mottrie Chief Operating Officer ■ HAX BV represented by Hadrien Bown Chief Financial Officer ■ FLX Consultancy BV represented by Jonathan Raes Executive Director Infrastructure ■ Lisann AS represented by Jens Ismar Executive Director Shipping EXMAR NV De Gerlachekaai 20 2000 Antwerp Tel: +32(0)3 247 56 11 Fax: +32(0)3 247 56 01 Business registration number: 0860.409.202 Antwerp – section Antwerp Website: www.EXMAR.be E-mail: [email protected] Auditor Deloitte Auditors Represented by Mr. Fabio De Clercq The Dutch version of this financial report must be considered as the official version Contact All EXMAR press releases can be consulted on the website: www.EXMAR.be Questions can be asked by telephone at +32(0)3 247 56 11 or by e-mail to [email protected], for the attention of HAX BV represented by Hadrien Bown (CFO) or Mathieu Verly (secretary) In case you wish to receive our printed annual or half year report please mail: [email protected] FINANCIAL CALENDAR Annual shareholders meeting 20 May 2025 Results 1 st semester 2025 4 September 2025

AI Terminal

3948_10-k_2025-04-17_834180a1-589b-4bae-8a76-6f085ae2ff16.xhtml

More from EXMAR NV

Talk to a Data Expert