Euronav NV — M&A Activity 2024

Jan 8, 2024

CMB.TECH

Project CMB2 | Independent financial expert report

Pages of this report which contain commercially sensitive information have been left intentionally blank

Table of contents

1.	Introduction	3
2.	Overview of CMB.TECH	8
3.	Valuation methods and considerations	13
4.	Valuation of CMB.TECH	18
5.	Valuation methods not retained for the conclusion	42
6.	Conclusion	54
	Appendices	57

Introduction 1.

1.1	Context
1.2	Assignment scope
1.3	Disclaimer
1.4	Independence of DPCF

4567

Context Introduction

• Euronav NV, a public limited company incorporated under Belgian law with registered office and administrative office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under number 0860.402.767, business court of Antwerp ("Euronav" or the "Company"), is contemplating the acquisition of all shares in CMB.TECH NV, having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under number 0766.552.396, business court of Antwerp ("CMB.TECH" or the "Target") (the "Acquisition"). CMB.TECH is a 100% owned subsidiary of CMB NV ("CMB"), having its registered office at De Gerlachekaai 20, 2000 Antwerp, Belgium and registered with the Crossroads Bank for Enterprises under number 0404.535.431
• The offer is a cash offer made at a price of US\$ 1,150m Equity Value (the "Acquisition Price")
• The Acquisition will be subject to a prior assessment of a committee composed of independent members of the supervisory board (the "Committee" of the Company) in the context of decisions and transactions concerning relations with a related party in accordance with article 7:116 of the Belgian Code on Companies and Associations ("BCCA")
• In light thereof, the Committee has appointed Degroof Petercam Corporate Finance NV/SA, having its registered office at Guimardstraat 18,1040 Brussels, Belgium and registered at the Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises under the number 0864.424.606 ("DPCF") to draw up an independent expert opinion in relation to fairness of the valuation considered in the proposed Acquisition (the "Fairness Opinion"), in order for the Committee to prepare its advice to the supervisory board of the Company
• The Fairness Opinion includes:
  • ‒ A description of the scope and tasks performed by DPCF;
  • ‒ A statement of independence;
  • ‒ A description of the main factual information regarding CMB.TECH, its financials and the Acquisition;
  • ‒ A valuation of CMB.TECH, including an overview of the valuation methods applied;
  • ‒ Conclusions on our valuation analysis; and
  • ‒ An analysis of the fairness of the valuation of the purchase price for the shares in CMB.TECH
• This Fairness Opinion will be submitted to the Committee and made publicly available on the Company's website

Assignment scope Introduction

• DPCF has allocated 5 resources to prepare this Fairness Opinion, consisting of:
  • ‒ Erik De Clippel, Managing Partner;
  • ‒ Charlotte Van Vossel, Director;
  • ‒ Paulina Willak, Senior Associate;
  • ‒ Edward Lecomte, Associate; and
  • ‒ Jean Zacharis, Associate
• DPCF has a vast experience in financial expert assignments and provided numerous company valuations as well as fairness opinions as illustrated in the Appendix
• During our assignment carried out between 5 December 2023 and 22 December 2023, we have performed the following tasks:
  • ‒ Had several meetings with the CMB.TECH management. More specifically, we interacted with the following individuals:
    • ‒ Ludovic Saverys (CFO);
    • ‒ Dieter Snoeckx (Finance Manager);
    • ‒ Tanguy De Beurme (Corporate Finance Analyst)
  • ‒ Had several meetings with the Committee on 5 December 2023 and 19 December 2023;
  • ‒ Collected and analysed detailed financial information on CMB.TECH;
  • ‒ Analysed documents regarding the financial performance of the CMB.TECH, independent market research reports, broker reports and other external information sources;
  • ‒ Analysed the latest available Business Plan (the "Business Plan") provided by the management of CMB.TECH and discussed updates and key assumptions;
  • ‒ Analysed the Acquisition and its conditions in detail; and
  • ‒ Performed an independent analysis regarding the valuation of CMB.TECH

Disclaimer

Introduction

• DPCF has assumed and relied upon, without independent verification, the accuracy and completeness of the historic financial, accounting, legal and fiscal information in respect of CMB.TECH, as the case may be, provided to DPCF by or on behalf of CMB.TECH, as the case may be, as requested by DPCF, and therefore we do not bear any responsibility relating to the accuracy or completeness of this information
• In addition, we have selected information from independent external sources of quality that we believe are relevant to the valuation of the securities subject to the Acquisition (e.g. market research, comparable company information, valuation multiples of listed comparable companies and valuation multiples of transactions on comparable companies). DPCF assumes that information on market research, comparable companies and transactions on comparable companies provided by these external sources are in any respect, accurate, precise and complete. DPCF can not be held liable for the erroneous, inaccurate or incomplete nature of the above information
• DPCF is of the opinion that the assumptions made and methods withheld in the Fairness Opinion are reasonable and relevant
• The preparation of this Fairness Opinion has been completed in final version on 22 December 2023 and is based on the latest market information as per 13 December 2023 and CMB.TECH information as available on the date of this Fairness Opinion. Subsequent events may have had an impact on the CMB.TECH's estimated value. DPCF is under no obligation to amend this Fairness Opinion or to confirm it beyond the Valuation date. DPCF has not been informed of any events or new information that have arisen and which would have had a significant impact on the valuation between the Valuation Date and the Acquisition date, other than the ones included in this Fairness Opinion
• This Fairness Opinion may not be used for any other purpose, or reproduced, disseminated or quoted at any time and in any manner without prior written consent

Independence of DPCF Introduction

• DPCF and Bank Degroof Petercam declare and warrant to be in an independent position towards the Company, the Target and CMB
• Bank Degroof Petercam was founded in 1871. It is a global and integrated bank active in wealth and asset management and in investment banking through, amongst others, its 100% subsidiary DPCF. It is therefore actively involved in a large number of financial transactions for the account of its clients and for its own account
• Neither DPCF nor Bank Degroof Petercam have been mandated to advice or to assist in any manner any of the parties involved in the Acquisition, with the exception of this assignment. In addition, DPCF has not been involved in any advice with regard to the terms of the Acquisition
• Neither DPCF nor Bank Degroof Petercam have a financial interest in the Acquisition other than the fixed remuneration that DPCF will receive for the issuance of this Fairness Opinion
• There is no legal or shareholding link between CMB.TECH, the Company or their affiliated companies and any entity of the Bank Degroof Petercam group. No member of the Bank Degroof Petercam group serves as director of CMB.TECH, the Company or their affiliated companies
• DPCF confirms to have the requisite skills and experience to draw up an independent valuation opinion and that its structure and organisation are adapted to execute such role
• Finally, neither DPCF nor Bank Degroof Petercam are holding a receivable or debt towards the Target, the Company, CMB or any of their affiliated companies to the extent that such receivable or debt is creating or likely to create a situation of economical dependency

Overview of CMB.TECH 2.

2.1	CMB.TECH at a glance	9
2.2	CMB.TECH marine division	10
2.3	CMB.TECH non-marine division and projects	11
2.4	Group structure and corporate governance	12

Overview of CMB.TECH CMB.TECH at a glance

Description

• Created in 2016, CMB.TECH focuses on hydrogen and low carbon technologies as well as energy-saving solutions
• They build, own, operate, and design large green marine and industrial applications that run on hydrogen and green ammonia
• CMB.TECH has four business units: Marine, Industry, H2 infra and Engineering
• The company has developed several joint ventures:
  • ‒ Cleanergy Solutions Namibia: joint venture between CMB.TECH and the Ohlthaver & List Group
  • ‒ BeHydro: joint venture between CMB.TECH and Anglo Belgian Corporation
  • ‒ JPN H2YDRO: joint venture between CMB.TECH, Tsuneishi facilities & craft and Kambara Kisen

Business units Marine Industry H2 Infra Engineering ▪ Builds, owns, operates and designs a wide range of low carbon ships ▪ Including dry bulk vessels, container carriers, chemical tankers, tugboats, crew transfer vessels for the offshore wind industry, etc. ▪ Design and retrofit of port and industrial applications to run on dual fuel diesel hydrogen engines ▪ Smaller-scale applications and medium-speed engines for marine and heavy-duty applications ▪ Produce and distribute green hydrogen and ammonia ▪ Own production complemented by third party producers and storage to complete the entire value chain ▪ Technology center powered by +70 engineers specialized in H₂ systems ▪ Workshop for prototyping and retrofitting low and zero-carbon solutions

Note(s): (1) Includes off-shore wind, tugboats, coasters and ferries; (2) Fully operational as from 2027E Source(s): Target information

Strictly confidential

9

Key information

Marine fleet(2)

5 container vessels Marine fleet(2)

68 other vessels(1) Marine fleet

Recent news

CMB.TECH marine division

Overview of CMB.TECH

Dry bulk overview

2 + 24	(1) 2
Newcastlemax	5.000 DWT
< 1 years

avg. years

• 26 super-eco 210,000 DWT Newcastlemax bulk carriers being delivered between Jul-23 and Dec-26
• These Newcastlemax bulk carriers have a unique design allowing a future retrofit for using ammonia as fuel without losing cargo capacity
• Deadweight at scantling draft: 210,000 Mt
• Cruising range: 27,000 nautical miles
• Coasters H2 powered(1)

Container overview

< 1 years avg. years

• The design of the vessels incorporates features to allow a future retrofit for using ammonia as fuel
• Cruising range: 27,000 nautical miles
• Newbuilding program under favourable long-term charter contracts with CMA-CGM

Chemical overview

▪ The design of the vessels incorporates features to allow a future retrofit for using ammonia as fuel without losing cargo capacity

• Cruising range: 15,000 nautical miles
• 25,000 DWT chemical tankers

Off-shore wind overview

• Windcat is expanding its commissioning service operation vessels (CSOV) fleet with currently 5 hydrogen-powered CSOV's on order
• European offshore wind sector and in the oil and gas industry and outside Europe

8

< 1 years avg. years

Note(s): Sum of the fleet composition is current fleet and committed newbuilds; (1) Throughout the report and the valuation, the coasters are included in Other vessels (including off-shore wind, tugboats, coasters and ferries) Source(s): Business Plan, Target information

CMB.TECH non-marine division and projects

Overview of CMB.TECH

Industry overview

19 trucks and 100+ rolling units converted

Converted a straddle carrier to dual fuel diesel hydrogen

Engines converted into dual and/or monofuel

• Industry comprises trucks, port equipment and power generation
• Provider of scalable dual fuel platforms for heavy-duty applications
• Convert existing diesel engines into dual fuel and/or mono fuel engines
• Offering a dual fuel truck with 980km range, with 30% emission savings or with 490km range with 60% emission savings
• On-going commercial discussions with various interested parties to convert ~50 straddle carriers

H2 Infra overview

First maritime and public hydrogen refuelling station in Antwerp

500 bar Mobile Refueller

PV2Fuel (green ammonia)

• H2 Infra offer hydrogen and ammonia fuel to its customers, either through own production or by sourcing it from third party producers
• The refuelling station is able to produce its own green hydrogen and offers it to cars, trucks, tubetrailers and ships

Projects overview

Hydrogen Demonstration Hub Namibia (H2 production plant)

First dual fuel diesel hydrogen

straddle carrier

A plot of land of 116 hectares to produce green ammonia

Mono and dual fuel diesel hydrogen gensets

Group structure and corporate governance

Overview of CMB.TECH

Group structure Overview of CMB.TECH CMB.TECH and Euronav corporate governance Saverco Saverys family Board of Directors Key executives Michael Saverys Chief Chartering Officer Benoit Timmermans Chief Strategy Officer De Brabandere Patrick Director Ludovic Saverys Director / CFO Maxim Van Eecke Chief Commercial Officer Alexandre Saverys Director / CEO Euronav Supervisory Board 100% 49.05%(1) Name Title Audit & Risk Committee Remuneration Committee Corporate Governance & Nomination Committee Sustainability Committee End of Mandate Marc Saverys Non-Independent Director – Chairman ²⁰²⁶ Patrick De Brabandere Non-Independent Director Chairman Member ²⁰²⁶ Julie De Nul Independent Director Chairman Member ²⁰²⁵ Patrick Molis Independent Director Member Chairman Catharina Scheers Independent Director Member Member Chairman Bjarte Bøe Non-Independent Director Member Member

Note(s): (1) Currently represents 53.37% in voting rights ; [xxxxx] : transaction perimeter (CMB shall grant a royalty-free license to the Company for the use of the "Bocimar", "Bochem", and "Delphis" signs) Source(s): Target information, Company information

Valuation methods and considerations 3.

3.1	Analysis and selection of valuation methods	14
3.2	Overview of valuation methods and references	16
3.3	From Enterprise Value to Equity Value: Net Financial Debt	17

Analysis and selection of valuation methods (1/2)

Valuation methods and considerations

Valuation scope and basis	▪ The purpose of this report is to value CMB.TECH on a consolidated basis as per 31 December 2023 (the "Valuation Date") ▪ DPCF has received historical figures until HY2023A. Management also provided a Business Plan prepared in November 2023 and finalised beginning of December 2023 ▪ DPCF has reviewed the aforementioned Business Plan based on discussions with management and comparison with historical financials and market data ▪ We have based our valuation analysis on the Business Plan including a number of adjustments which will be discussed further in the report
Primary valuation method	Discounted Cash Flow ("DCF") Analysis ▪ We selected the DCF analysis as the leading valuation method for CMB.TECH considering the available Business Plan, the current stage of the business and its ability to generate positive future cash flows
Secondary valuation method	Net Asset Value ("NAV") ▪ DPCF has selected the NAV analysis as it is an adequate approach for companies with significant tangible assets ▪ Recent market valuation assessments are available for the most important assets ▪ It is not retained as primary valuation method due to assumptions linked to the market value assessment of the different assets. Furthermore, this method does not assume a going concern and is thus rather used in case of liquidation scenarios
Valuation methods not retained for the conclusion	Comparable Company Analysis ("CCA") ▪ CCA provides a reference point only due to the limited number of players with a similar market position and focus as CMB.TECH ▪ We have considered P/NAV as valuation multiple for Marine business as we consider NAV as the most relevant financial metric in this sector given its asset-intensive and cyclical nature. Relevance of multiples relating to operational metrics such as EBITDA is limited given the current stage of the business as well as the particularities in the sector, which is characterised by investments and divestments including related exceptional income, blurring the comparison between different players ▪ We have considered EV/EBITDA as valuation multiple for Industry business as we consider EBITDA as the most relevant financial metric in the context of industrial activities, and which excludes the overall impact of maintenance capex needed to support the business going forward

Analysis and selection of valuation methods (2/2)

Valuation methods and considerations

Comparable Company Analysis ("CCA") (cont'd)

• We have considered EV/Sales as valuation multiple for H2 Infra business as we consider Sales as the most relevant financial metric in the context of H2 Infra activity which is in its fairly early stage of its development where revenue growth is prioritized over considering immediate profitability levels
• However, given the maturity of the Business Plan there are no relevant metrics applicable for next 3 years (for which estimates are provided by financial analysts on listed peers) for the Industry and H2 Infra segments

Precedent Transaction Analysis ("PTA")

• PTA provides a reference point only as it has very limited applicability considering the lack of available data on recent transactions directly comparable to CMB.TECH
• P/NAV multiples are deemed the most appropriate for the Marine activity
• EV/EBITDA multiples are deemed the most appropriate for the Industry activity
• EV/Sales multiples are deemed the most appropriate for the H2 Infra activity
• However, given the maturity of the Business Plan there are no relevant metrics applicable for the historical years for the Industry and H2 Infra segments

Dividend discount model ("DDM")

Excluded valuation methods

Valuation methods not retained for the conclusion (cont'd)

▪ DPCF has excluded the DDM approach, an equity-based valuation method based on assumed dividend distributions in the future, considering the lack of visibility on the Company's future dividends

Leveraged Buyout ("LBO")

▪ The LBO analysis is not relevant considering the Acquisition context

Overview of valuation methods and references

Valuation methods and considerations

Primary valuation method	Secondary method	Other valuation references
DCF	NAV	CCA	PTA
▪ Calculating the present value of the Target's unlevered free cash flow over a projection period and the terminal value, discounted at the expected rate of return ▪ Preliminary cash flow analysis based on the Business Plan ▪ Relies on several assumptions concerning valuation parameters (e.g. WACC, perpetual growth) ▪ Captures the company's future growth prospects and risk profile but complexity of accurately predicting medium to long term cash flows ▪ Highly dependable on several assumptions (e.g. sales growth, costs evolution)	▪ Calculating the value based on the valuation as perceived by the market ▪ Fair Market Value determined by brokers is used to determine the NAV ▪ Relies on the assumption that a liquid market exists to dispose the existing assets ▪ Valuable when business is asset driven and recent, reliable market valuations for the main assets are available ▪ The NAV does not fully take into account the operational value in use of the vessels, but only the market value in a liquidation scenario	▪ Analysis based on market valuations of "comparable" publicly traded companies with similar activities and financial and risk profile ▪ Valuation based on relative prices paid by minority shareholders for comparable companies ▪ Valuation is relative rather than absolute ▪ Does not include any control or synergies premium ▪ Assumes that similar companies share key business and financial characteristics	▪ Analysis based on comparable M&A transaction valuations ▪ Gives a flavour of valuations in transaction-related context ▪ Multiples derived from comparable transactions (reflects change of control premium) ▪ Valuation is relative rather than absolute ▪ Limited info available makes objective comparison difficult ▪ Difficult to assess any synergies or restructuring costs included in price paid ▪ Often transaction-specific features
Valuation focus			n.a.

From Enterprise Value to Equity Value: Net Financial Debt

Valuation methods and considerations

Comments

• Depending on the valuation methodology, the aforementioned valuation methods yield an estimate of CMB.TECH's Enterprise Value (EV) or Fair Market Value (FMV), which are to be corrected with the Adjusted Net Financial Debt as per 31 December 2023, the result being the Equity Value (EqV) or Net Asset Value (NAV)
• Key items:

❶Financial Debt

• ‒ Excluding the pre-delivery financing of bare-boat vessels as the corresponding leases to repay it are already included within the discounted free cash-flows A
• ‒ Including the pre-delivery financing of bare-boat vessels B
• ❷No cash assumed at year end, as the CMB group has cash-pooling agreements to upstream all cash from CMB.TECH

❸Capital commitments

• ‒ Dry Bulk, Container and Chemical vessels' capital commitments are included in the discounted cashflow analysis A
• ‒ Capital commitments for all vessels, with future cashflows discounted at the WACC B
• ❹Capital commitments for Offshore wind, Tugboats, Coasters & Ferries, discounted at the WACC
• ❺Value deductions to take into account certain due diligence findings
• ❻Tax assets (current tax assets and deferred tax assets) on CMB.TECH's consolidated Balance Sheet as of 30 June 2023
• Both financial debt and capital commitments are based on management's Business Plan projections for 31 December 2023

Source(s): Business Plan, Target information, DPCF analysis

Valuation of CMB.TECH 4.

4.1	Business Plan	19
4.2	Discounted Cash Flow Analysis (DCF)	31
4.3	Net Asset Value (NAV)	38
4.4	Sum Of The Parts (SOTP)	41

Basis of preparation for the retained Business Plan

Valuation of CMB.TECH | Business Plan

• Management has constructed the bottom-up Business Plan prepared in November 2023 and finalised beginning of December 2023
• The management of CMB.TECH has shared assumptions and drivers for different metrics, including:
  • ‒ Hire rates and occupancy;
  • ‒ Operating expenses;
  • ‒ Commissions;
  • ‒ Depreciation and amortization;
  • ‒ Taxes; and
  • ‒ Capex (including acquisitions and divestments of vessels)
• DPCF has made adjustments to the Business Plan to (i) reflect overhead costs related to administrative, management and general services provided by the CMB, (ii) account for 2% inflation on operating expenses and (iii) extrapolate the Business Plan of the PV2Fuel project until the end of its lifetime given the nature of the project
• The Business Plan is nominal and thus takes into account inflation of costs and capex. Revenues are forecasted bottom-up based on existing charter rates and are therefore nominal as such
• The Business Plan contains projects for which the Final Investment Decision (FID) has not yet be taken. DPCF applied a probability factor to these projects

Analysis of key Business Plan drivers and assumptions | MARINE (1/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | MARINE (2/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | MARINE (3/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | MARINE (4/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Business Plan overview | MARINE

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | NON-MARINE (1/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | NON-MARINE (2/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | NON-MARINE (3/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Analysis of key Business Plan drivers and assumptions | NON-MARINE (4/4)

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Business Plan overview | NON-MARINE – Industry

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

Business Plan overview | NON-MARINE – H2 Infra

Valuation of CMB.TECH | Business Plan

COMMERCIALLY SENSITIVE

DCF methodology (1/2)

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

	The DCF method is an intrinsic valuation methodology, which is based on: ▪ Free Cash Flows to the Firm ("FCFF") projections over a period from FY2024E, calculated from the forecasted financials of the respective Business Plans; and ▪ A discount rate: the Weighted Average Cost of Capital ("WACC")
DCF definition	𝑁 Where: 𝐹𝐶𝐹𝐹𝑡 𝑇𝑒𝑟𝑚𝑖𝑛𝑎𝑙 𝑉𝑎𝑙𝑢𝑒 ▪ t = the specific year 𝐸𝑉 = ෍ + 𝑡 ▪ N = the number of projection years 𝑁 1 + 𝑊𝐴𝐶𝐶 1 + 𝑊𝐴𝐶𝐶 𝑡=1 ▪ The Terminal value is only used for the DCF valuation of the Industry (Non-Marine) segment
FCFF	The FCFF has been computed as follows: ▪ EBITDA: based on the Business Plan forecasts including some minor adjustments as mentioned before ▪ Taxes: according to the Business Plan ▪ Capex: based on estimates as presented in the Business Plan
WACC	▪ The WACC has been estimated based on market information, our selection of listed peers and DPCF estimates (see page 33)

DCF methodology (2/2)

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

Terminal Value ▪ The Terminal Value(1) has been estimated based on the following Gordon-Shapiro formula, assuming a perpetual growth rate of 2.5% ℎ ℎ − ℎ ▪ DPCF assumes a 2.5% perpetual growth rate ("PGR"), in line with the mature nature of the industry and selected peers average ▪ For the Marine segment, no Terminal Value is calculated given vessels are assumed to be sold a the end of their holding period, at their Projected Market Value (see page 22), included in the DCF analysis ▪ For the H2 Infra project (Non-Marine), no Terminal Value is calculated as the Business Plan is prolonged until the end of the project lifetime Present value & sensitivity analysis ▪ DPCF made the assumption that cash flows are evenly distributed over the year and used the mid-year convention, which means that the cash flows will be discounted on the following time factors: 0.5, 1.5, 2.5, etc. (in years) ▪ The DCF method is sensitive to the assumptions made. Consequently, we applied a sensitivity analysis on market parameters such as the WACC and the perpetual growth rate, as well as the USD/EUR exchange rate

DP has discounted CMB.TECH's free cash flows using 3 separate WACC's

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

• The Cost of Equity is calculated based on the Capital Asset Pricing Model ("CAPM") formula:
  • ‒ Risk-free rate of 3.0%, based on the French 10-year government bond(1) for the twelve months preceding the announcement date;
  • ‒ Unlevered beta is based on comparable peers' average. Levered beta is calculated based on leverage ratio of comparable peers(2) ;
  • ‒ Equity risk premium of 6.9% as estimated by Degroof Petercam Corporate Finance as of 30 November 2023;
  • ‒ Size premium of 1.9% based on research by Duff & Phelps (see Appendix E)
• Cost of debt (pre-tax) is based on CMB.TECH's expected financing cost over the course of the Business Plan (12m average LIBOR/SOFR + estimated spread)
• Target capital structure (financial liabilities / enterprise value) is calculated based on leverage ratios of comparable peers
  • ‒ For the H2 Infra project DCF, we assume the capital structure will converge towards to a gearing of 1.0, with constant cost of equity and cost of debt

WACC computation per business line

WACC computation	Marine	WACC computation	Industry	WACC computation	H2 Infra
Risk-free rate	3.0%	Risk-free rate	3.0%	Risk-free rate	3.0%
Beta (unlevered)	0.60	Beta (unlevered)	0.88	Beta (unlevered)	0.73
Beta (levered)	1.1	Beta (levered)	1.0	Beta (levered)	0.9
Market risk premium	6.9%	Market risk premium	6.9%	Market risk premium	6.9%
Size premium	1.9%	Size premium	1.9%	Size premium	1.9%
Cost of equity	12.5%	Cost of equity	12.1%	Cost of equity	10.8%
Assumed E/(E+D)	54.8%	Assumed E/(E+D)	79.9%	Assumed E/(E+D)	78.9%
Cost of debt (pre-tax)	7.4%	Cost of debt (pre-tax)	7.9%	Cost of debt (pre-tax)	7.9%
Tax rate	-	Tax rate	25.0%	Tax rate	32.0%
Cost of debt (post-tax)	7.4%	Cost of debt (post-tax)	5.9%	Cost of debt (post-tax)	5.3%
Assumed D/(D+E)	45.2%	Assumed D/(D+E)	20.1%	Assumed D/(D+E)	21.1%
WACC	- 10.2%	WACC	- 10.9%	WACC	- 9.7%

WACC computation	Marine	WACC computation	Industry	WACC computation	H2 Infra
Risk-free rate	3.0%	Risk-free rate	3.0%	Risk-free rate	3.0%
Beta (unlevered)	0.60	Beta (unlevered)	0.88	Beta (unlevered)	0.73
Beta (levered)	1.1	Beta (levered)	1.0	Beta (levered)	0.9
Market risk premium	6.9%	Market risk premium	6.9%	Market risk premium	6.9%
Size premium	1.9%	Size premium	1.9%	Size premium	1.9%
Cost of equity	12.5%	Cost of equity	12.1%	Cost of equity	10.8%
Assumed E/(E+D)	54.8%	Assumed E/(E+D)	79.9%	Assumed E/(E+D)	78.9%
Cost of debt (pre-tax)	7.4%	Cost of debt (pre-tax)	7.9%	Cost of debt (pre-tax)	7.9%
Tax rate	-	Tax rate	25.0%	Tax rate	32.0%
Cost of debt (post-tax)	7.4%	Cost of debt (post-tax)	5.9%	Cost of debt (post-tax)	5.3%
Assumed D/(D+E)	45.2%	Assumed D/(D+E)	20.1%	Assumed D/(D+E)	21.1%
WACC	- 10.2%	WACC	- 10.9%	WACC	- 9.7%

WACC computation	H2 Infra
Risk-free rate	3.0%
Beta (unlevered)	0.73
Beta (levered)	0.9
Market risk premium	6.9%
Size premium	1.9%
Cost of equity	10.8%
Assumed E/(E+D)	78.9%
Cost of debt (pre-tax)	7.9%
Tax rate	32.0%
Cost of debt (post-tax)	5.3%
Assumed D/(D+E)	21.1%
WACC	9.7%

Note(s): (1) Since no government bonds are issued at European level, we approximate the European risk-free rate using French government bonds; (2) The levered beta (ß^L ) was calculated as follows: ß^L = ß^U x (1 + (1-T) x D/E) where ß^U = unlevered beta, T = tax rate, en D/E = financial liabilities/equity value of comparable peers; No tax rate applicable for Marine WACC as no tax rate applicable in Shipping sector Source(s): Bloomberg, S&P Capital IQ, Duff & Phelps (2018). Valuation Handbook – International Guide to Cost of Capital, DPCF analysis

CMB.TECH MARINE's(1) DCF results in an Enterprise Value of c. US\$ 1,024m

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

COMMERCIALLY SENSITIVE

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Note(s): (1) Excluding Off-shore wind, Tugboats, Coasters & Ferries, valued at FMV given no Business Plan is available

CMB.TECH Industry's DCF results in an Enterprise Value of c. US\$ 215m

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

COMMERCIALLY SENSITIVE

CMB.TECH H2 Infra's DCF results in an Enterprise Value of c. US\$ 57m

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

COMMERCIALLY SENSITIVE

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Note(s): Given (i) low-carbon ammonia global project developers are facing challenges securing final investment decisions (FID), amid a volatility in global spot ammonia prices and demand uncertainties, (ii) current favourable market tailwinds and flexibility in offtake and (iii) that the FID has not yet been taken, DPCF assigns a 75% FID probability to the H2 Infra project – Source(s): S&P Global Commodity Insights

DCF sensitivity analysis

Valuation of CMB.TECH | Discounted Cash Flow Analysis (DCF)

	Parameter / Sensitivity	Negative impact on EqV	Positive impact on EqV
	Hire rates (+/- 5%)	(145)	145
	WACC (+/- 0.5%)	(53)	56
Marine DCF	Inflation (+/- 1%)	(48)	44
(excl. Off-shore wind, Tugboats, Coasters & Ferries)	Opex (+/- 5%)	(32)	30
	Debt % (WACC) (+/- 10%)	(27)	28
	Holding period (+/- 1 year)	(9)	10 EqV: US\$ 800 m
	Inflation (+/- 1%)	(69)	86
	Price assumptions (+/- 5%)	(62)	62
Non-Marine DCF	Volume assumptions (+/- 5%)	(41)	41
(Industry + H2 Infra)	Capex assumptions (+/- 5%)	(31)	31
	FX (EUR/USD) (+/- 5%)	(11)	11
	FID decision (+/- 5%)	(4)	4 EqV: US\$ 272 m

Source(s): DPCF analysis

NAV methodology and approach

Valuation of CMB.TECH | Net Asset Value (NAV)

Broker market valuations	▪ Broker valuations available (FMV as of 28 November 2023 from Howe Rob, SSY, Maersk Broker, BRS, Arrow and Hagland Shipbrokers, and as of 19 December from Clarksons Valuations) based on vessel category:
	Dry bulk: average of charter-free FMV from Clarkson Valuations Limited, Howe Rob and SSY
	Container: average of charter-free or charter-attached FMV from Clarkson Valuations Limited, Maersk Broker and BRS
	Chemicals: average of charter-free or charter-attached FMV from Clarkson Valuations Limited, Arrow and SSY depending on the contract status of the vessels
	Offshore-Wind & Coaster vessels: charter-free or charter-attached FMV from Clarkson Valuations Limited, BRS for the CSOVs and from Hagland Shipbrokers for the CTVs
	▪ Broker market valuations assume: (i) vessels in a good and seaworthy condition, undamaged and fully equipped, (ii) vessels in fully maintained class, free of conditions and recommendations, (iii) cash payment on normal commercial terms and (iv) prompt charter-free delivery
	▪ For vessels with multiple broker valuation, the average of datapoints have been considered
Retained approach	▪ To calculate Net Asset Value, we subtract outstanding debt as at 31 December 2023 for all vessels, as well as remaining capital commitments, discounted at the WACC
Premium	▪ A 25% premium has been retained to reflect the (i) Windcat platform's premium offering in terms of predominant number of vessels in the market (#1 CTV operator with 17% market share as of Q3 2023), global recognition, unique contractual operational know-how as well as (ii) the contract backlog of US\$ 50m+ over 2023, 2024, 2025 and beyond at the level of Windcat, which are not considered in broker valuations

Net Asset Value method points to an Equity Value of c. US\$ 1,052.0m for MARINE

Valuation of CMB.TECH | Net Asset Value (NAV)

in US\$m	Dry Bulk	Container	Chemical	Off-shore wind and others	TOTAL
# Vessels	26	6	8	68	108
Brokers	Howe Rob SSY Clarkson	Maersk BRS Clarkson	Arrow SSY Clarkson	BRS Hagland Shipbrokers Clarkson
FMV	1,849.3	498.2	391.9	637.3	3,376.7
Net Debt	(273.0)	(65.6)	(81.0)	(141.7)	(561.3)
Capital commitments	(1,265.3)	(209.0)	(202.7)	(309.4)	(1,986.4)
Discounted cap. comm.	(1,112.8)	(193.8)	(187.4)	(269.4)	(1,763.5)
NAV	463.6	238.8	123.4	226.2	1,052.0

NAV sensitivity analysis

Valuation of CMB.TECH | Net Asset Value (NAV)

	Parameter / Sensitivity	Negative impact on NAV			Positive impact on NAV
Marine NAV (incl. Off-shore wind, Tugboats, Coasters & Ferries)	Discounting of future Capital Commitments at WACC (No discounting)	(223)			Base case
	Broker valuation (Min/Max)		(99)			108
	WACC (+/- 0.5%)			(10)	10
	Windcat premium (+/- 5%)			(8)	6
	FX (EUR/USD) (+/- 5%)			(3)	1	NAV: US\$ 1,052 m

Source(s): DPCF analysis

Strictly confidential 40

SOTP points to an Equity Value range between US\$ 1,302-1,327m

Valuation of CMB.TECH | Sum Of The Parts (SOTP)

Note(s): (1) For the DCF-based MARINE valuation, only Dry Bulk, Container and Chemical are valued with a DCF analysis. Off-shore wind and others are valued using the FMV in both approaches Source(s): DPCF analysis

Valuation methods not retained for the conclusion 5.

5.1	Comparable Companies Analysis (CCA)	43
5.2	Precedent Transactions Analysis (PTA)	52

Peer group selection approach methodology

Other valuation references | Comparable Companies Analysis (CCA)

We have selected 20 Tier-1 and 12 Tier-2 relevant listed peers, divided into six reference sub-groups

Dry Bulk

• Tier-1 sub-group constitutes of companies whose operations are 100% focused on dry bulk, and whose fleet is mostly composed of capesizes or vessels with a similar capacity range as capesize ships
• Tier-2 companies sub-group constitutes of companies whose operations are 100% focused on dry bulk, but whose fleet is composed of only smaller vessels with lower capacity than capesize ships
• We have excluded companies with activities outside dry bulk operations

Container

• Tier-1 sub-group constitutes of container shipping companies whose total / per vessel operating capacity is comparable to CMB.TECH
• Tier-2 sub-group constitutes of container shipping companies whose total operating capacity and operating capacity per vessels are in the lower- or higher end vs. the performance of CMB.TECH

Chemical

• We have selected Tier-1 companies which have at least 95% of operations focused on transportation of various chemicals on chemical tankers
• We have excluded companies which focus only on the oil transportation

Offshore

• Tier-1 constitutes of companies providing CTV/CSOV vessels for operation of offshore wind farms
• Tier-2 consists of companies active in offshore wind services

Industry

• Tier-1 sub-group constitutes of companies which offer non-branded hydrogen engine parts for industrial, non-marine applications
• Tier-2 sub-group constitutes of companies which produce hydrogen engines but sell them mostly as part of their own-branded non-marine industrial vehicles

H2 Infra

• Tier-1 sub-group constitutes of companies which are operating production sites of green hydrogen and ammonia
• Tier-2 sub-group constitutes of companies which focus on storage and distribution of hydrogen in filling stations, but are not producers

Note(s): Even though the selected companies in our reference groups have certain similarities with CMB.TECH, it should be noted that these companies are not fully comparable, in particular due to differences in geography, size, margin, financial structure and/or business model

NON-MARINE Peer group selection approach

MARINE Peer group selection approach

Peer group trading multiples calculation methodology

Other valuation references | Comparable Companies Analysis (CCA)

MARINE Trading multiples calculation

▪ We have retained P/NAV as valuation multiple for Marine business as we consider NAV as the most relevant financial metric in the context of Marine activity given its asset-intensive and cyclical nature

NON-MARINE Trading multiples calculation

• We have calculated the trading multiples based on the market capitalisation as of 13 December 2023 (expressed in US\$) and took NAV figures from the latest broker reports
• We have used a simple median of Tier-1 Dry Bulk, Containers, Chemicals and Offshore peer multiples to compute the aggregate P/NAV multiple

Industry

• Based on the share price of these companies as of 13 December 2023, we have calculated their market capitalisations and enterprise values by summing the most recent available net financial debts, adjusted for minorities, preference shares, pension obligations, investments(1) , non-operating provisions and other non-operating assets or liabilities
• We have retained EV/EBITDA as valuation multiples for Industry sub-segment as we consider EBITDA as the most relevant financial metric in the context of industrial activities, and which excludes the overall impact of maintenance capex needed to support the business going forward
• Trading multiples are calculated based on the local currency financials

H2 Infra

• Based on the share price of these companies as of 13 December 2023, we have calculated their market capitalisations and enterprise values by summing the most recent available net financial debts, adjusted for minorities, preference shares, pension obligations, investments(1) , non-operating provisions and other non-operating assets or liabilities
• We have retained EV/Sales as valuation multiples for H2 Infra sub-segment as we consider Sales as the most relevant financial metric in the context of H2 Infra activity which is in its fairly early stage of its development where revenue growth is prioritized over considering immediate profitability levels
• Trading multiples are calculated based on the local currency financials

Selected peers are divided into different reference groups | MARINE

Peer group financials overview | MARINE

in US\$m		Country	M Cap	Adj. NFD	Sales		Capex
					2024E	2025E	2026E	2024E	2025E	2026E
	Dry Bulk
Tier-1	Golden Ocean Group	BM	1,733	1,385	718	734	816	96	32	24
	Star Bulk	GR	1,664	756	759	936	1,033	18	33	40
	Genco Shipping & Trading	US	627	97	284	288	318	18	20	16
	Safe Bulkers	MC	424	367	311	323	362	94	48	37
	Diana Shipping	GR	295	524	230	255	285	6	5	9
	Himalaya Shipping	BM	261	409	107	138	146	329	3	-
	2020 Bulkers	BM	249	184	74	85	95	-	-	8
	Seanergy Maritime	GR	140	207	136	-	-	24	-	-
Tier-2	Eagle Bulk Shipping	US	514	381	310	303	362	13	9	9
	Belships	NO	435	448	401	472	-	40	54	48
	Grindrod Shipping	SG	180	97	164	-	-	6	-	-
	Containers
Tier-1	Danaos Corporation	GR	1,317	110	979	827	-	426	77	-
	Global Ship Lease	GB	646	693	648	501	-	6	15	-
Tier-2	Evergreen Marine	TW	8,696	(1,879)	7,824	8,417	-	476	798	-
	CSAV	CL	2,900	(6,812)	-	-	-	-	-	-
	Costamare	MC	1,121	1,906	1,234	1,028	-	-	-	-
	MPC Container Ships	NO	487	82	465	338	-	175	31	-
	Capital Product Partners	GR	272	1,507	423	399	-	-	-	-
	Chemicals
Tier-1	Stolt-Nielsen	GB	1,435	1,039	2,837	-	-	250	220	-
	Odfjell	NO	759	845	1,237	1,215	-	38	36	177
	Offshore
Tier-1	Edda Wind	NO	249	191	81	143	167	195	87	-
	Integrated Wind Solutions	NO	175	(43)	56	91	110	121	73	-
Tier-2	Cadeler	DK	697	100	116	271	682	260	490	229

Peer group KPIs and multiples overview | MARINE

			Sales CAGR		Capex as % of Sales			P/NAV
			2022-24E	2023-25E	2024-26E	2024E	2025E	2026E
	Dry Bulk	Median Tier-1	(10.9%)	9.7%	11.2%	9.8%	3.5%	3.9%	0.7x
Tier-1	Golden Ocean Group		(19.7%)	7.6%	6.6%	13.4%	4.4%	2.9%	0.9x
	Star Bulk		(27.3%)	16.5%	16.7%	2.4%	3.5%	3.9%	0.9x
	Genco Shipping & Trading		(27.2%)	9.7%	5.7%	6.3%	6.8%	5.0%	0.7x
	Safe Bulkers		(5.7%)	9.0%	7.9%	30.1%	14.9%	10.2%	0.5x
	Diana Shipping		(10.9%)	0.9%	11.2%	2.6%	1.8%	3.2%	0.7x
	Himalaya Shipping		-	94.2%	17.0%	308.7%	2.2%	0.0%	0.8x
	2020 Bulkers		(1.1%)	12.6%	13.0%	0.0%	0.0%	8.4%	0.9x
	Seanergy Maritime		4.2%	-	-	17.3%	-	-	0.4x
Tier-2	Eagle Bulk Shipping		(34.4%)	2.6%	8.1%	4.0%	3.0%	2.5%	0.6x
	Belships		(26.0%)	7.1%	-	9.9%	11.4%	-	0.6x
	Grindrod Shipping		(40.3%)	-	-	3.7%	-	-	0.5x
	Containers	Median Tier-1	1.4%	(10.4%)	-	22.2%	6.1%	-	0.6x
Tier-1	Danaos Corporation		(0.7%)	(7.9%)	-	43.5%	9.3%	-	0.5x
	Global Ship Lease		3.5%	(13.0%)	-	0.9%	3.0%	-	0.7x
Tier-2	Evergreen Marine		(37.3%)	(1.9%)	-	6.1%	9.5%	-	0.5x
	CSAV		-	-	-	-	-	-	0.3x
	Costamare		5.3%	(5.7%)	-	0.0%	0.0%	-	0.9x
	MPC Container Ships		(13.2%)	(29.1%)	-	37.6%	9.2%	-	0.4x
	Capital Product Partners		19.0%	5.7%	-	0.0%	0.0%	-	0.4x
	Chemicals	Median Tier-1	(0.9%)	0.3%	-	5.9%	3.0%	-	0.7x
Tier-1	Stolt-Nielsen		1.1%	-	-	8.8%	-	-	0.4x
	Odfjell		(2.8%)	0.3%	-	3.1%	3.0%	-	1.0x
	Offshore	Median Tier-1	65.7%	90.0%	41.6%	227.9%	71.0%	-	0.8x
Tier-1	Edda Wind		62.8%	78.1%	43.3%	240.6%	61.2%	-	0.6x
	Integrated Wind Solutions		68.6%	101.8%	39.8%	215.2%	80.9%	-	1.0x
Tier-2	Cadeler		0.6%	57.6%	142.2%	223.9%	180.9%	33.6%	0.4x
		P75	3.5%	31.9%	17.0%	40.1%	10.7%	6.7%	0.9x
		Median - All Tier-1	(1.1%)	9.4%	13.0%	11.1%	3.9%	3.9%	0.7x
		P25	(10.9%)	0.8%	7.9%	2.7%	2.8%	3.0%	0.5x

Selected peers are divided into different reference groups | NON-MARINE

	Overview of selected H2 Infra peers
H2 Infra		▪ Reference sub-group consisting of
		technology and infrastructure companies active in production and distribution of
		hydrogen and ammonia

Peer group financials overview | NON-MARINE

in US\$m		Country	M Cap	Adj. NFD		Sales			Capex
					2024E	2025E	2026E	2024E	2025E	2026E
	Industry
Tier-1	Cummins	US	33,927	3,592	32,957	33,830	35,365	1,176	1,185	1,184
	Deutz	DE	540	262	2,232	2,359	2,551	102	107	113
Tier-2	Nikola	US	926	(144)	227	583	1,638	140	149	100
	Hyzon Motors	US	217	(154)	22	104	-	6	4	-
	H2 Infra
Tier-1	Lhyfe	FR	252	(114)	20	79	119	133	222	-
	HDF	FR	156	(95)	26	60	-	8	8	-
	Everfuel	DK	71	(3)	22	30	-	4	158	-
	Provaris Energy	AU	16	(3)	-	-	-	-	253	364
Tier-2	HRS	FR	312	(15)	74	108	139	5	5	7
	Aker Horizons	NO	260	1,627	-	-	-	-	-	-

Peer group KPIs and multiples overview | NON-MARINE

		Sales CAGR		Capex as % of Sales			Multiple
		2022-24E	2023-25E	2024-26E	2024E	2025E	2026E	2024E	2025E	2026E
	Industry								EV/EBITDA
Tier-1	Cummins	8.3%	0.4%	3.6%	3.6%	3.5%	3.3%	7.5x	7.1x	7.1x
	Deutz	2.9%	2.0%	6.9%	4.6%	4.5%	4.4%	3.8x	3.4x	-
Tier-2	Nikola	111.2%	280.5%	168.7%	61.7%	25.5%	6.1%	-	-	8.2x
	Hyzon Motors	140.8%	1,848.4%	-	27.8%	3.8%	-	-	-	-
	P75	7.0%	1.6%	6.1%	4.3%	4.3%	4.2%	6.6x	6.1x	7.1x
	Median - Tier-1	5.6%	1.2%	5.2%	4.1%	4.0%	3.9%	5.6x	5.2x	7.1x
	P25	4.3%	0.8%	4.4%	3.8%	3.8%	3.6%	4.7x	4.3x	7.1x
	H2 Infra								EV/Sales
Tier-1	Lhyfe	475.8%	755.0%	141.2%	650.3%	280.8%	-	6.7x	1.7x	1.2x
	HDF	165.5%	297.1%	-	28.7%	12.7%	-	2.3x	1.0x	-
	Everfuel	172.0%	116.0%	-	18.1%	522.4%	-	3.1x	2.2x	-
	Provaris Energy	-	-	-	-	-	-	-	-	-
Tier-2	HRS	70.4%	56.7%	37.1%	6.6%	5.0%	4.9%	4.0x	2.8x	2.1x
	Aker Horizons	-	-	-	-	-	-	-	-	-
	P75	323.9%	526.1%	141.2%	339.5%	401.6%	-	4.9x	2.0x	1.2x
	Median - Tier-1	172.0%	297.1%	141.2%	28.7%	280.8%	-	3.1x	1.7x	1.2x
	P25	168.7%	206.6%	141.2%	23.4%	146.8%	-	2.7x	1.4x	1.2x

Transaction selection approach methodology

Other valuation references | Precedent Transaction Analysis (PTA)

	We have selected 12 transactions and 5 projects, divided into five reference sub-groups
MARINE Transaction selection approach	We withheld 9 transactions for which sufficient financial data was available to calculate the P/NAV valuation ratios Dry Bulk and Container ▪ We selected majority stake transactions (with an EV in excess of US\$ 10m) in which the target's activities are 100% related to the respective sectors Chemical ▪ We retained transactions that focused on majority stake deals in the chemicals and oil transport sectors Offshore ▪ We excluded the offshore sub-sector due to the unavailability of transactions with a P/NAV metric, which we deemed as the most relevant ratio
NON-MARINE Transaction selection approach	Industry ▪ We withheld 3 transactions with an enterprise value of at least US\$ 10m for which sufficient financial data was available to calculate the EV/EBITDA multiples. EV is calculated for 100% acquisition of the business H2 Infra ▪ We selected a total of 5 projects based on hydrogen and green ammonia production criteria, similar to the projects carried out by CMB.TECH's H2 infra division
General	▪ The sample is relatively limited because the relevant transaction data cannot usually be found in all cases, as they are often not disclosed ▪ Moreover, it should be emphasised that most transaction ratios are not directly applicable to CMB.TECH because they can be influenced by various factors such as: Potential control premium, if the transaction involves predominant control; ‒ Recent financial performance and current growth profile of the acquired company; ‒ Business characteristics of the target such as its business activity, product and service mix and geographical presence; ‒ Potential synergies (partially) included in the price paid by the acquirer; ‒ Structuring of the transaction price; and ‒ Timing of the transaction ‒ ▪ The transaction ratios in this Fairness Opinion are therefore used as a reference point and potential benchmark rather than a primary or secondary valuation method

Past transactions overview | MARINE

Other valuation references | Precedent Transaction Analysis (PTA)

in US\$m	Date	Target Company	Target Description	Acquiror	Stake	EV	P/NAV
Dry Bulk
	Mar-15	Golden Ocean Group	Shipping company that owns and operates dry bulk vessels	Golden Ocean Group	100%	756	0.9x
Containers
	Jun-21	Songa Container	Owner and operator container vessels fleet	MPC Container Ships	100%	210	0.5x
	Nov-18	Poseidon Containers	Owner and operator of containerships	Global Ship Lease	70%	746	1.0x
	Jul-18	Orient Overseas	Holding operating international shipping lines, logistics and container terminals	Consortium for Orient Overseas	100%	8,756	1.4x
	Jun-16	CMA CGM Asia Pacific	Provider of container shipping services, warehousing, global freight management and other supply chain solutions	CMA CGM	100%	5,234	1.6x
Chemicals
	Jan-22	Chemical Tankers Inc	Owner and operator of oil product tankers	Hafnia	100%	205	1.0x
	Apr-18		Anglo-Atlantic Steamship Owner and charterer of modern tanker chemical class vessels	Team Tankers International	100%	56	1.1x
	Apr-18	Laurin Shipping	Operator providing commercial, technical and administrative services to medium range tankers	Team Tankers International	100%	10	1.1x
	Nov-16	Jo Tankers	Chemical tankers and chemical tanker newbuildings	Stolt-Nielsen	50%	548	0.9x
						Median	1.0x
						Average	1.1x

Past transactions overview | NON-MARINE

Other valuation references | Precedent Transaction Analysis (PTA)

in US\$m	Date	Target Company	Target Description	Acquiror	Stake	EV	EV/EBITDA
Industry
	Dec-22	MWM International Industria da Motores	Diesel engine manufacturer	Tupy	100%	179	5.9x
	Nov-18	INNIO Jenbacher	Manufacturer of engines, as well as services to the power generation and oil and gas industry	Advent International	100%	3,177	11.2x
	Aug-14	Rolls-Royce Power Systems	Manufacturer of diesel engines and complete propulsion systems	Rolls-Royce	50%	6,414	10.4x
						Median	10.4x
						Average	9.2x
in US\$bn	Date	Name / (Off-taker)	Project Description	Selected Investors	Date	EqV	Multiple
	Announcement				Production		(\$/t p.a.)
H2 Infra
	Sep-23	Normand'Hy (Total Energies)	Green hydrogen production facility to supply the TotalEnergies refinery in Gonfreville (France)	Air liquide	2026	0.4	14,286
	Dec-22	Texas Green Hydrogen (Air Products)	Green hydrogen production facility at Texas (US)	Air products, AES	2027	0.8	11,000
	Jun-22	ACES Delta Hub (ACES Delta)	Green Hydrogen Platform in Utah (US)	AIMCo, GIC, Manulife and Ontario Teacher	2025	0.7	20,588
	Apr-22	Neom (Air Products)	Green hydrogen production facility at Oxagon (Saudi Arabia)	Air products, Neom	2026	2.3	10,700
	Nov-21	Hyphen (RWE, Approtium.H)	Large scale green hydrogen production facility in the Tsau-Khaeb National Parl (namibia)	Governement of Namibia	2027	0.6	600
						Median	11,000

Average 11,435

6. Conclusion

Our primary and secondary valuation methods, the DCF and the NAV, show a midpoint value of US\$ 1,302-1,327m Equity Value respectively

Conclusion

	Methodology		(1) Equity Value (in US\$m)
d o h et m n o ati u Val	DCF	Hire rate	Dry Bulk: -5% / +5% Container: -5% / +5% 1,400 TEU: -5% / +5% Chemical: -5% / +5%	1 157 1 447 , ,
		WACC (+/- 0.5%)	Marine: 10.7%-9.7% Industry: 11.4%-10.4% H2 Infra: 10.2%-9.2%	1 225 1 386 , ,
		Inflation (+/- 1%)	1% - 3%	1 171 1 449 , ,
	NAV (2)	Discounting of future Capital Commitments at WACC	No / Yes	1 105 1 327 , ,
		Brokers valuation	Minimum - Maximum	1 229 1 435 , , Acq Price: 1 150 ,

Conclusion regarding the valuation of the target Conclusion

• DPCF has retained the Discounted Free Cash Flow analysis as primary valuation method as it reflects the intrinsic value of CMB.TECH. The NAV was retained as a secondary valuation method and provides a market-based value. The Comparable Companies Analysis and Precedent Transactions Analysis were not retained, but rather serve as additional benchmarks and support the valuation outcome
• We estimate the Equity Value of CMB.TECH based on the DCF valuation method within the range of US\$ 1,157-1,449m(1) with a midpoint of US\$ 1,302m. Our secondary method, the NAV, yields a valuation range of US\$ 1,105-1,435m(1) with a midpoint of US\$ 1,327m
• Based on the aforementioned valuation range for the primary and secondary valuation method, we can conclude that the Acquisition Price is within our valuation range
• Hence, in the context of the intended Acquisition announced on all the shares of CMB.TECH, we are of the opinion that the Acquisition Price is fair to Euronav shareholders

Appendices

Appendix A: List of information received	58
Appendix B: DPCF's experience in fairness opinion assignments	59
Appendix C: DPCF's experience in valuation assignments	61
Appendix D: Detailed overview of listed peers	62
Appendix E: Size premium	68

List of information received

Appendix A: List of information received

• In the context of our assignment, we received the following information from the Company:
  • ‒ Recent sector reports on the shipping market in general and the dry bulk and container market specifically;
  • ‒ Valuations provided by Clarkson Valuations Limited ("Clarksons Valuations")
    • ‒ The charterfree values were prepared by Clarkson Valuations Limited ("CVL") as at 18th December 2023 and are not a guide to the market values of the Vessels at any other point in time. Market values in the shipping industry can be volatile. The Valuation was provided on the basis of prompt charterfree delivery, as between a willing Buyer and willing Seller. No physical inspection or examination of the Vessels' classification records was performed prior to the Valuation and the Vessels were assumed to be in good and seaworthy condition.
    • ‒ The with charter valuations assumes that the respective Charterers will perform all their charter obligations including as to payment of hire for the balance of the Charterparty period described
  • ‒ Detailed fleet list estimated as per 31 December 2023;
  • ‒ Condensed consolidated interim financial statements for the six months ended 30 June 2023;
  • ‒ 2023 Budget;
  • ‒ Business Plan prepared in November 2023 and finalised beginning of December 2023;
  • ‒ The legal due diligence report in respect of corporate and general legal matters prepared by Linklaters LLP;
  • ‒ The legal due diligence report in respect of certain shipping related information prepared by Watson Farley & Williams LLP;
  • ‒ The tax due diligence reports prepared by Monard Law BV and Evelyn Partners LLP;
  • ‒ The insurance due diligence report prepared by the Company's inhouse legal department;
  • ‒ Historical market data on Timecharter rates and Operating costs, for the different segments; and
  • ‒ Various internal company presentations
• DPCF has also analysed the following publicly available documents:
  • ‒ Annual reports of 2021 and 2022;
  • ‒ Reports of equity research analysts; and
  • ‒ Annual reports of publicly listed comparable companies

Past experience in fairness opinion assignments (1/2)

Appendix B: DPCF's experience in fairness opinion assignments

Past experience in fairness opinion assignments (2/2)

Appendix B: DPCF's experience in fairness opinion assignments

Past experience in valuation assignments

Appendix C: DPCF's experience in valuation assignments

Description of selected peers | MARINE (1/4)

Dry Bulk
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	Number of capesize
Tier-1	Bermuda	1,733	1,385	718	734	Shipping company which owns and operates a fleet of dry bulk vessels	43 capesize (51% of the total fleet)
Tier-1	Marshall Islands	1,664	756	759	936	Shipping company engaging in the ocean transportation of dry bulk cargoes	23 capesize (19% of total fleet)
Tier-1	Marshall Islands	627	97	284	288	Shipping company engaging in the ocean transportation of dry bulk cargoes	17 capesize (39% of total fleet)
Tier-1	Marshall Islands	424	367	311	323	Provider of marine dry bulk transportation services	7 capesize (15% of total fleet)
Tier-1	Marshall Islands	295	524	230	255	Provider of dry bulk shipping transportation services	10 capesize (24% of total fleet)
Tier-1	Bermuda	261	409	107	138	Shipping company focusing on the provision of dry bulk shipping services	Their 12 vessels have the same capacity as a capesize
Tier-1	Bermuda	249	184	74	85	Owner and operator of large dry bulk vessels worldwide	Their 8 vessels have the same capacity as a capesize

Description of selected peers | MARINE (2/4)

Dry Bulk
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	Number of capesize
Tier-1	Marshall Islands	140	207	136	-	Shipping company engaging in the seaborne transportation of dry bulk commodities	17 capesize (100% of the total fleet)
Tier-2	Marshall Islands	514	381	306	303	Shipping company engaging in the ocean transportation of dry bulk cargoes	Their 53 vessels have a capacity inferior to that of a capesize
Tier-2	Norway	435	448	401	472	Owner and operator of dry bulk ships	Their 34 vessels have a capacity inferior to that of a capesize
Tier-2	Singapore	180	97	164	-	Shipping company engaging in owning, chartering, and operating a fleet of dry bulk carriers	Their 25 vessels have a capacity inferior to that of a capesize

Description of selected peers | MARINE (3/4)

Appendix D: Detailed overview of listed peers

Containers
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	Capacity (in kTEU)
Tier-1	Marshall Islands	1,317	110	979	827	Owner and operator of containerships	Total operating capacity: 421 Operating capacity per vessel: 6.2
Tier-1	Marshall Islands	646	693	648	501	Owner and provider of containerships under fixed-rate charters	Total operating capacity: 342 Operating capacity per vessel: 5.3
Tier-2	Taiwan	8,696	(1,879)	7,824	8,417	Shipping company active in marine transportation and distribution of containers services	Total operating capacity: 1,446 Operating capacity per vessel: 9.1
Tier-2	Chile	2,900	(6,812)	-	-	Provider of container shipping services	Total operating capacity: 2,700 Operating capacity per vessel: 11.4
Tier-2	Marshall Islands	1,121	1,906	1,234	1,028	Owner and charterer of containerships and dry bulk vessels for cargoes transportation	Total operating capacity: 524 Operating capacity per vessel: 8.0
Tier-2	Norway	487	82	465	338	Owner and operator of container vessels portfolio	Total operating capacity: 138 Operating capacity per vessel: 2.1
Tier-2	Marshall Islands	272	1,507	423	399	Shipping company, provides marine container transportation services	Total operating capacity: 120 Operating capacity per vessel: 8.0

Source(s): S&P Capital IQ (13/12/2023), Company annual reports

Strictly confidential 64

Description of selected peers | MARINE (4/4)

Chemicals
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	Number of handysize
Tier-1	Bermuda	1,435	1,039	2,837	-	Provider of transportation, storage, and distribution solutions for bulk liquid chemicals, edible oils, acids, and other specialty liquids	96 handysize (59% of total fleet)
Tier-1	Norway	759	845	1,237	1,215	Provider of transportation and storage of bulk liquid chemicals, acids, edible oils, and other special products	21 handysize (30% of total fleet)

Offshore
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	Number of vessels
Tier-1	Norway	249	191	81	143	Shipping company which develops, builds, owns, operates, and charters SOVs and CSOVs for offshore wind farms	14 vessels active in the offshore industry
Tier-1	Norway	175	(43)	56	91	Offshore wind service company for vessels	4 vessels active in the offshore industry
Tier-2	Denmark	697	100	116	271	Operator of offshore wind farm transportation and installation contractor	2 vessels active in the offshore industry

Description of selected peers | NON-MARINE (1/2)

Industry
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	End-markets and Hydrogen
Tier-1	United States	33,927	3,592	32,957	33,830	Producer and distributor of hydrogen, diesel and natural gas engines, electric and hybrid powertrains, and related components	End-markets: heavy-duty truck, medium duty truck and bus, light-duty automotive and off-highway Hydrogen: active in hydrogen engines
Tier-1	Germany	540	262	2,232	2,359	Developer, manufacturer and seller of hydrogen, diesel and gas engines	End-markets: material handling equipment, vehicles, agriculture and construction Hydrogen: active in hydrogen engines
Tier-2	United States	926	(144)	227	583	Technology innovator and integrator that develops renewable and green energy and transportation solutions	End-markets: heavy-duty truck and energy production Hydrogen: active in hydrogen engines
Tier-2	United States	217	(154)	22	104	Provider of decarbonized solutions for commercial vehicle market and hydrogen supply infrastructure	End-markets: heavy-duty truck and energy production Hydrogen: active in hydrogen engines

Description of selected peers | NON-MARINE (2/2)

H2 Infra
in US\$m	Country	Market cap	Adj. NFD	Sales 2022	Capex 2022	Business description	Selected customers
Tier-1	France	252	(114)	20	79	Renewable energy company which designs, installs, and operates green hydrogen production units
Tier-1	France	156	(95)	26	60	Developer and operator as independent power producer in France and internationally
Tier-1	Denmark	71	(3)	22	30	Integrated green hydrogen fuel company
Tier-1	Australia	16	(3)	-	-	Developer of hydrogen production projects in Australia and internationally
Tier-2	France	312	(15)	74	108	Company engaging in the provision of hydrogen refuelling station solutions
Tier-2	Norway	260	1,627	-	-	Developer of renewable energy and green technology

Size premium Appendix E: Size premium

▪ The applicable equity value range is based on the Equity Value

Equity value
Range	Premium
€ 1m - € 7m	13.72%
€ 7m - € 15m	9.28%
€ 15m - € 27m	6.75%
€ 27m - € 41m	5.30%
€ 41m - € 63m	4.32%
€ 63m - € 99m	3.55%
€ 99m - € 153m	2.95%
€ 153m - € 227m	2.53%
€ 227m - € 341m	2.25%
€ 341m - € 543m	2.05%
€ 543m - € 835m	1.93%
€ 835m - € 1,411m	1.86%	Equity value range leads to a size discount of 1.86%
€ 1,411m - € 2,423m	1.80%
€ 2,423m - € 4,589m	1.70%
€ 4,589m - € 10,525m	1.44%
€ 10,525m - € 69,863m	(0.49%)

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