EXMAR NV — Annual Report 2010

Apr 28, 2011

EXMAR ANNUAL REPORT 2010

Contents

Mission statement	p. 1
Activities	p. 2
Chairman's note	p. 3
Highlights 2010	p. 4
EXMAR in the world	p. 6
Lpg, nH & petchem 3	p. 8
Lng / LngRv	p. 16
Offshore	p. 22
Services	p. 28
personnel	p. 32
Environment	p. 34
Safety and quality	p. 36
EXMAR share	p. 38

Key fIgures per dIvIsIon

L p g

according to IFRS (in million USD)	2010	2009
Income statement
Turnover	186.2	193.5
EBITDA	53.7	50.6
Depreciations	-48.2	-43.4
Operating result (EBIT)	5.5	7.2
Net financial result	-17.5	-4.1
Share in the result of equity accounted investees	0.0	0.0
Result before tax	-12.0	3.1
Tax	-0.9	-5.7
Consolidated result after tax	-12.9	-2.6
of which group share	-12.9	-2.6
Cashflow	38.3	29.9
Balance sheet
Property plant and equipment	608.4	612.2
Financial debts	422.6	433.3
Personnel	614	647
of which seegoing	579	618

according to IFRS (in million USD)	2010	2009
Income statement
Turnover	111.6	103.1
EBITDA	120.1	67.9
Depreciations	-27.1	-24.9
Operating result (EBIT)	93.0	43.0
Net financial result	-38.0	7.9
Share in the result of equity accounted investees	0.0	0.0
Result before tax	55.0	50.9
Tax	0.0	0.0
Consolidated result after tax	55.0	50.9
of which group share	55.0	50.9
Cashflow	92.4	38.5
Balance sheet
Property plant and equipment	526.2	809.4
Financial debts	539.0	814.9
Personnel	310	380
of which seegoing	297	350

L n g

offs H ore

according to IFRS (in million USD)	2010	2009
Income statement
Turnover	61.8	59.8
EBITDA	1.8	2.2
Depreciations	-12.1	-4.3
Operating result (EBIT)	-10.3	-2.1
Net financial result	-10.6	1.4
Share in the result of equity accounted investees	-1.1	-0.7
Result before tax	-22.0	-1.4
Tax	-0.3	-0.1
Consolidated result after tax	-22.3	-1.5
of which group share	-22.3	-1.5
Cashflow	-7.6	-2.9
Balance sheet
Property plant and equipment	38.8	345.8
Financial debts	177.0	189.0
Personnel	151	150
of which seegoing	75	67

servICes & Ho L d I n g

according to IFRS (in million USD)	2010	2009
Income statement
Turnover	68.8	62.0
EBITDA	1.3	-1.1
Depreciations	-2.1	-2.6
Operating result (EBIT)	-0.8	-3.7
Net financial result	-4.0	1.1
Share in the result of equity accounted investees	0.0	0.0
Result before tax	-4.8	-2.6
Tax	-0.6	-0.8
Consolidated result after tax	-5.4	-3.4
of which group share	-5.4	-3.4
Cashflow	3.9	-14.3
Balance sheet
Property plant and equipment	7.1	9.8
Financial debts	20.3	9.8
Personnel	499	246
of which seegoing	358	109

ConsoLIdated Key fIgures

	2010	2009
a. Consolidated income statement according to IFRS		(in million USD)
Turnover	413.9	403.2
EBITDA	176.9	119.6
Depreciations	-89.5	-75.1
Operating result (EBIT)	87.4	44.5
Net financial result	-70.1	6.4
Share in the result of equity accounted investees	-1.1	-0.7
Result before tax	16.2	50.2
Tax	-1.8	-6.7
Consolidated result after tax	14.4	43.5
of which group share	14.4	43.5
b. Informations per share		(in USD per share)
Weighted average number of shares of the period	56.669.432	34.624.218
EBITDA	3.12	3.45
EBIT (OPERATINg RESULT)	1.54	1.29
Consolidated result after tax	0.25	1.26
c. Informations per share		(in EUR per share)
Exchange rate	1.3362	1.4406
EBITDA	2.34	2.40
EBIT (OPERATINg RESULT)	1.15	0.89
Consolidated result after tax	0.19	0.87
d. Contribution of the divisions in the consolidated operating result (EBIT)		(in million USD)
LPg	5.5	7.2
LNg	93.0	43.1
Offshore	-10.3	-2.1
Services & Holding	-0.8	-3.7
Consolidated operating result	87.4	44.5

Mission statement

EXMAR, headquartered in Antwerp, is a diversified and independent industrial shipping group that serves the international oil and gas industry. This is achieved by providing ships for the transport of products and by performing studies or undertaking the management of commercial, technical or administrative activities.

EXMAR strives to create Shareholder value over the long-term by balancing long and short-term agreements to counteract volatility in the freight market, combined with providing services that are tailored to the customer's needs.

EXMAR endeavours to support sustainable growth by attaching the greatest importance to the quality of its fleet, the safety of its personnel and equipment and the protection of the environment.

EXMAR Group: activities

EXMAR is specialised in activities relating to the transport of gas, and in particular, the transport of liquefied gases, such as LNG (Liquefied Natural Gas), LPG (Liquefied Petroleum Gas) and ammonia (NH³ ). EXMAR Offshore focuses on selective projects where it can bring added value, such as the provision of goods and services to the offshore oil and gas industry.

¹ LPG/NH³

The LPG/NH³ division is active in the transport of liquid petroleum gas, butane, propane, anhydrous ammonia and chemical gases, primarily with ships of the Midsize type (24,000 - 40,000 m³), VLGC's (>80,000 m³) and pressurised vessels (3,500 – 5,000 m³). The LPG/ NH³ segment has been the cornerstone of EXMAR's development for more than 30 years. The EXMAR Group is operating and managing a fleet of about 30 vessels, which makes EXMAR an important participant in the world market.

EXMAR is servicing first-class international customers active in the fertiliser, clean energy fuel and petrochemical industries.

2 LNG

The LNG Activities are focused on two main activities: LNG TRANSPORTATION (conventional LNG carriers and LNG Regasification vessels) and LNG UP- and DOWNSTREAM. EXMAR has made substantial investments in the LNG shipping sector. EXMAR has pioneered the implementation of regasification technology (LNGRV), making possible the discharge of natural gas at sea without the need to call at a port or terminal. EXMAR aims to become an integrated service provider by expanding the scope of activities along the LNG value claim, both upstream and downstream

3 OffsHOre

EXMAR has been active in the offshore industry for 25 years and as such has a high level of knowledge and experience in the ownership, management and operation of floating systems. To date, the EXMAR group owns two accommodation barges and recently designed and constructed a semi-submersible production platform (OPTI-EX®) that will be sold mid 2011 over a five year transaction with seller's credit.

EXMAR offshore also provides offshore services to third parties:

• • Design, engineering and consultancy services with offices located in Paris and Houston.
• • Management services with an office located in Antwerp dedicated to providing Marine and Integrated Risk Management services to offshore installations.

4 serVICes

Apart from shipping and offshore activities, EXMAR provides specialised services. EXMAR shipmanagement is committed to providing high-quality ship management and ancillary services to owners of gas carriers, oil tankers, bulk carriers, chemical carriers as well as floating units (storage & accommodation). EXMAR supports these clients in achieving the highest possible reliability for their vessels.

Other services offered by EXMAR include insurance brokerage (managed by its subsidiary Belgibo) and an in-house travel agency (Travel Plus).

Trendsetting in innovation

It is 2011, the financial crisis is behind us and EXMAR is back on course. The crisis naturally affected our sector badly, just like the entire economy. Nevertheless this did not stop us from looking ahead and continuing to invest in the future. After all, from experience we know how to brave the choppy waters, without risking great damage. Helmsmanship, we call it. In the past year we have delivered solid work and improved the financial basis of EXMAR.

The sale in October 2010 of a 50-50 participation in two LNG tanker vessels to Teekay (Excelsior and Excalibur) and the signing of a sale agreement of the OPTI-EX® semi-submersible platform to LLOG ensured a positive note. But even more important is that even when things were difficult, we remained true to one of our strongest values: 'Leadership through innovation'. Innovation is the driving force behind our enterprise. It is a solid basis for us. It governs our thought and actions, and is reflected in a proactive market approach. We keep our finger on the pulse and always anticipate new developments. For instance in recent months we took the initiative amongst other things to further develop our LPG and LNGRV fleet. And we have created the leeway to research various projects and if possible to put them into practice. In the offshore market, for instance, thanks to the OPTI-EX® we have a unique expertise and a strong reputation.

We now want to realise them by developing innovative concepts in the same line. Innovation also means that we continually have to adapt to changing circumstances. In doing so EXMAR accepts its responsibility and is increasingly establishing itself as an ecologically and socially responsible partner. For our staff, who can rely worldwide on a healthy and safe work environment. For the environment, which we approach respectfully and considerately with an optimally-equipped fleet and strict observance of applicable standards. And for our shareholders, who see their trust in the course taken by EXMAR translated into definite added value. In other words, we are on the right track and remain, in spite of everything, trendsetting in innovation.

Baron Philippe Bodson Chairman of the Board of Directors

Highlights 2010

JANUARY 2010
FEBRUARY 2010
MARCH 2010

JANUARY 2010 ¹ Delivery of aNGeLa (LPG-3,500 m3)

FEBRUARY 2010 ² Delivery of aNNe (LPG-3,500 m3)

MARCH 2010 ³ Transfer of the share of EXMAR (50% stake) in LNGRV eXPeDIeNT 4 and LNGRV eXeMPLar to Excelerate Energy L.P.

APRIL 2010 ⁵ LNGRV eXPeDIeNT (151.015m³) delivered from DSME with EXMAR Shipmanagement retaining the management 6 LNGRV eXPLOrer commenced 2nd season at Mina Al Ahmadi Gasport™ in Kuwait

JULY 2010
AUGUST 2010
SEPTEMBER 201

JULY 2010 ⁷ LNG/C eXCeL delivers on 6-months time charter with Morgan Stanley.

AUGUST 2010 ⁸ Contract for sale of the OPTI-eX®

SEPTEMBER 2010 ⁹ LNGRV eXeMPLar (151,072 m³) delivered from DSME with EXMAR Shipmanagement retaining the management. 10 Delivery of faTIMÉ (LPG-5,000 m3)

NOVEMBER 2010 ¹¹ Sale of a 50% interest in LNGRV eXeLsIOr 12 and LNG/C eXCaLIBur

EXMAR in the world

EXMAR in the world 7

LPG, NH³ & Petchem Focus on long term value creation

The safe transportation of liquid petroleum gas, ammonia and other petro-chemical gases is EXMAR's core business. Despite the rise in other segments, we remain firmly focused on the development of new LPG initiatives which will deliver added value to the Group in the long term.

FLEETLIST 2011 31 March 2011

vessel	type	m3	year built	class	flag	status
VLGC
Flanders Harmony	fr	85,826	1993	LR	Belgium	owned
Flanders Loyalty	fr	84,601	2008	BV	Belgium	owned
Flanders Liberty	fr	84,529	2007	BV	Belgium	owned
Flanders Tenacity	fr	84,270	1996	DNV	Hong Kong	owned
Total		339,226
TOTaL VLGC	4	339,226
MIDsIZe (LPG / ammonia / Petrochemical Gases)
Touraine Eupen	fr fr	39,270 38,961	1996 1999	BV LR	Hong Kong Belgium	joint venture owned
Libramont	fr	38,455	2006	DNV	Belgium	owned
Bw Sombeke	fr	38,447	2006	DNV	Bahamas	joint venture
Elversele	fr	37,511	1996	DNV	Belgium	owned
Eeklo	fr	37,450	1995	DNV	Belgium	owned
Brussels	fr	35,454	1997	LR	Belgium	owned
Berlian Ekuator	fr	35,437	2004	NKK	Panama	time chartered
Brugge Venture	fr	35,418	1997	LR	Hong Kong	joint venture
Antwerpen	fr	35,223	2005	LR	Hong Kong	time chartered
Donau	sr	30,207	1985	BV	Belgium	owned
Chaconia	fr	28,070	1990	LR	Belgium	owned
Courcheville	fr	28,006	1989	LR	Belgium	owned
Henley Bridge	fr	27,980	1989	LR	Bahamas	time chartered
Gent	fr	25,005	1985	LR	Belgium	owned
Total		510,894
Total Owned	9	299,119
Total Joint venture	3	113,135

semi-refrigerated (LPG / ammonia / Petrochemical Gases)

Total Time Chartered 3 98,640 Total Midsize 15 510,894

Kemira Gas	sr	12,030	1995	DNV	Belgium	owned
Total semi-refrigerated	1	12,030

Pressurised (LPG / Petrochemical Gases)

Sabrina	pr	5,019	2009	NK	Hong Kong	joint venture
Helane	pr	5,018	2009	NK	Hong Kong	joint venture
Fatimé	pr	5,018	2010	NK	Hong Kong	joint venture
Elisabeth	pr	3,542	2009	NK	Hong Kong	joint venture
Magdalena	pr	3,541	2008	BV	Hong Kong	joint venture
Anne	pr	3,541	2010	NK	Hong Kong	joint venture
Angela	pr	3,540	2010	NK	Hong Kong	joint venture
Joan	pr	3,540	2009	NK	Hong Kong	joint venture
Marianne	pr	3,539	2009	NK	Hong Kong	joint venture
Debbie	pr	3,518	2009	NK	Hong Kong	joint venture
Total	10	39,816

VISION

LPG/NH³ continues to be the cradle of EXMAR's overall shipping expertise. While the relative size of the LPG segment will progressively reduce over time considering the significant investments realised in LNG and Offshore over the last years, it is the Company's clear ambition to maintain a very close eye on all development opportunities that may arise in the future in this particular market.

EXMAR's position in the LPG/NH³ market is the fruit of a long-dated investment in developing and entertaining a close relationship with significant actors in the LPG and NH³ industries. The Company intends to pursue the policy of securing employment on a medium-term horizon with a cover level that will vary depending on management's perception of the overall situation of underlying markets.

The LPG and NH³ shipping market remains fragmented, with various shipowners with limited experience in gas shipping having invested recently in this particular segment. In the Company's views, this situation will provide consolidation opportunities and EXMAR intends to make use of its long and proven experience to selectively seize such opportunities when they arise.

INNOVATION: The driving force behind EXMAR's exciting proactive approach to the market.

• • Development of new insulation system for LPG carriers
• • Development of radiation boxes in cargo domes; improved design of cargo dome insulation
• • Development of midsize LPG carrier design with principal dimensions facilitating worldwide terminal access

GENERAL

EXMAR is a leading participant in the transportation of liquefied gas products. The fleet covers a wide scope of vessel sizes and containment systems (pressurised, semirefrigerated and fully-refrigerated). It is trading worldwide for first-class customers active in the fertilizer, clean energy fuel and petrochemical industries.

A high degree of flexibility and tailor-made support to long-term industrial partners has firmly established EXMAR's position in the transportation of LPG (propane, butane), Ammonia and Petrochemical Gases. Whether on owned or operated vessels, the highest standards of quality, reliability and safety are being maintained. Cargo commitments are secured through a balanced mix of spot requirements, Contracts of Affreightment and Time-Charters.

At present EXMAR operates 30 vessels: 2 Semi-Refrigerated vessels (12,000 – 30,000 m³), 14 Fully-Refrigerated Midsize vessels (24,000 – 40,000 m³), 4 Very Large Gas Carriers (85,000 m³) and 10 Pressurised vessels (3,500 – 5,000 m³).

In 2010 a total of 7.95 million metric tons has been transported almost evenly spread between LPG and Ammonia. LPG is a clean energy source widely used as engine fuel and for household applications and it also lends itself as alternative feedstock for petrochemical refineries. Ammonia is being processed mainly into premium fertilisers but also into explosives and sophisticated industrial applications such as synthetic fibres. These products add value to processes which contribute, amongst others, to air pollution reduction and the enhancement of both crop yields and food quality.

Cargo commitments are secured through a balanced mix of spot requirements, Contracts of Affreightment and Time-Charters.

EXMAR has been able to secure an appreciable contract portfolio with first-class customers (Itochu, Koch Industries, Petronas, StatoilHydro, Mitsubishi Corporation,…).

LPG/NH³ -vessels: Overview of the contractual commitments

	vessel	1H 10	2H 10	1H 11	2H 11	1H 12	2H 12	---	2H 15	1H 16	2H 16	1H 17	2H 17
	Touraine
	Eupen
	Libramont
	BW Sombeke
	Elversele
Ze	Eeklo
	Brussels
sI D	Berlian Ekuator	COA
	Brugge Venture
MI	Antwerpen
	Donau
	Chaconia
	Courcheville
	Gent
	Henley Bridge
seMI-refr	Kemira Gas
C	Flanders Loyalty
	Flanders Liberty
VLG	Flanders Harmony Flanders Tenacity
	Magdalena / 3,500 m3
D	Sabrina / 5,000 m3
se	Elisabeth / 3,500 m3
rI	Debbie / 3,500 m3
u	Joan / 3,500 m3
	Helane / 5,000 m3
ss	Marianne / 3,500 m3
re	Angela / 3,500 m3
P	Anne / 3,500 m3
	Fatimé / 5,000 m3

MIDSIZE

The year started on a weak note with limited Ammonia exports from the Black Sea and lower US demand but this affected mostly the Large Gas Carriers (50 – 60,000 m³). The Midsize segment (20 – 40,000 m³) was comparatively better off thanks to increasing long haul Ammonia exports ex Middle East and substantial regional LPG activity particularly into India and within North Sea. With several vessels coming off long-term Time-Charters in the course of the year, 11 newbuildings being delivered from the yard and only one older unit being scrapped, the oversupply of tonnage initially put downward pressure on the rates but this situation improved towards the end of the year.

At the end of 2010 another 11 vessels were still on order of which 9 are expected to be delivered in 2011.

On the back of a healthy contract portfolio, idle time during 2010 on EXMAR's Midsize fleet was limited to 4.10 % and results remained satisfactory despite a 3 % decrease as compared to the previous year. The average monthly Time-Charter equivalent in 2010 equaled USD 20,559 as compared to USD 21,291 in 2009.

Although product prices are recovering and it is expected that the Midsize carriers may benefit from increasing activity in the trade of petrochemical gases, prospects remain challenging in the Midsize segment. Nevertheless EXMAR's Midsize fleet will benefit from a substantial forward cover, which for 2011 amounts to about 65 % at reasonable returns.

| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec

VLGC

The market remained at low levels for the first two months of the year, then increased thereafter to soften again in the summer months. Thanks to new Middle East export tonnes, a second run in rates started after the summer but the latter still proved to be fragile as the year ended with somewhat lower rates. The average Baltic Freight Index (benchmark for a standard VLGC voyage ex-AG to Japan) increased by about 40 % as compared to the year before. As related bunker expenses only went up by about 4 %, it resulted in overall improved spot freight earnings on a modern vessel.

The growth in LPG trade remained insufficient to employ the fleet which still suffered from a capacity overhang (9 newbuildings were delivered against only 6 VLGC that were scrapped). The latter even caused 4 vessels to be put in lay up for most of the year awaiting market improvement.

At the end of the year 10 VGLC ships were still on order of which 3 are expected to enter the market in 2011.

EXMAR's efforts to allocate part of its fleet to project related Time-Charter employment proved beneficial and resulted in a slight improvement of revenues compared to the year before.

Prospects are positive as the present tonnage surplus is likely to be absorbed by the anticipated growth in Middle East LPG export volumes during 2011.

About 47 % cover has been secured for EXMAR's VLGC fleet during 2011 at satisfactorily fixed levels.

PRESSURISED

During 2010 EXMAR took delivery of the final 3 pressurised vessels out of a series of 10 vessels ordered in Joint Venture with Wah Kwong. I.e.: aNGeLa – 3,500 m³, aNNe – 3,500 m³ and faTIMÉ– 5,000 m³. After having successfully traded petrochemical spot cargoes these vessels gradually entered into Time-Charters with first class charterers such as Mitsui, Statoil and Vitol.

By so doing EXMAR's entire fleet was benefitting from steady Time-Charter revenues prior to year-end. For 2011 about 78% cover has been secured and further efforts are being made to develop dedicated Time-Charter opportunities. Trading patterns range from LPG in South East Asia and North West Europe as well as Petrochemical Gases in Asia.

| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec

Time Charter Equivalent on 3,000 – 5,000 m³ (in usd/day) - PressurIseD TCe

| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Jan | Feb | Mar

LNG, LNGRV Our fleet meets the highest standards

The transport of liquid natural gas performs well in the market. As one of the pioneers in this sector EXMAR invests widely in the expansion of a modern fleet which meets the highest requirements. With new gasification and storage technologies and a customer-oriented approach, we are more than ever able to deliver a one-stop solution.

FLEETLIST 2011 31 March 2011

vessel	type	m3	year built	class	flag	status
LNG
Express	lngrv	151.116	2009	BV	Belgium	joint venture
Explorer	lngrv	150.981	2008	BV	Belgium	joint venture
Excel	lng	138.107	2003	BV	Belgium	joint venture
Excelsior	lngrv	138.087	2005	BV	Belgium	joint venture
Excelerate	lngrv	138.074	2006	BV	Belgium	joint venture
Excalibur	lng	138.034	2002	BV	Belgium	joint venture
Total		854.399
under Management
Exquisite	lngrv	151.017	2009	BV	Belgium	managed
Expedient	lngrv	151.015	2010	BV	Belgium	managed
Exemplar	lngrv	151.072	2010	BV	Belgium	managed
Excellence	lngrv	138.120	2005	BV	Belgium	managed
Methania	lng	131.235	1978	LR	Belgium	managed
Total		722.459
Total Joint venture	6	854.399
Total under Management	5	722.459
Total LNG	11	1.576.858

LNG-vessels: Overview of the contractual commitments

vessel	type	capacity (m3)	ownership	charter expiry (+ options)	2011	2012	2032	2033	2034	2035
Excalibur	lng/c	138,000	50%	Mar-22		-
Excel	lng/c	138,000	50%	Mar-12 (+3m)		-
Excelsior	lngrv	138,000	50%	Jan-25 (+5j, +5j)		-
Excelerate	lngrv	138,000	50%	Oct-26 (+5j, +5j)		-
Explorer	lngrv	150,900	50%	Apr-33 (+5j)		-
Express	lngrv	150,900	50%	May-34 (+5j)		-

Chartered Minimum revenue undertaking from third party Extension (optional)

VISION

EXMAR continues to focus on the additional transportation needs of the LNG industry worldwide. Our vision is to continue to grow our business at competitive returns while remaining committed to deliver prime operational services to the LNG Industry as well as entering into additional medium or long-term, fixed-rate LNG carrier or FSRU time charters. The process of obtaining new long-term time charters is highly competitive and generally involves an intensive screening and bidding process which often extends for several months. LNG carrier time charters contracts are awarded based upon a variety of factors relating to the vessel operator, including:

• • Shipping industry relationships and reputation for customer service and safety;
• • LNG shipping and FSRU experience and quality of operations (including cost effectiveness);
• • Quality and experience of seafaring crew;
• • Ability to deliver the LNG carrier or FSRU within the time and cost frame required;
• • Willingness to accept operational risks pursuant to the charter; and
• • Competitiveness of the bid in terms of overall price.

In our shipping operations we intend to expand our relationship with existing customers and continue to develop new relationships. We aim to higher margins through maintaining strong service based relationship combined with flexible and innovative LNG shipping solutions. We also seek long-term employment for new LNG / FSRU carriers within integrated projects we might be involved in and will look to participate in LNG / FSRU shipping opportunities to maximize the utilisation and returns of our fleet.

INNOVATION: The driving force behind EXMAR's exciting proactive approach to the market.

• • Development of marine regasification plant onboard LNG carrier
• • Development of reinforced LNG cargo containment system for offshore unloading operations
• • Development of LNG carrier buoy mooring system for high pressure natural gas offloading
• • Delivery of the first LNG regasification vessel Excelsior in 2005 by DSME, South-Korea
• • Development and introduction of LNG Ship–to–Ship cargo transfer operations, from concept design to industry acceptance
• • Addition of exhaust gas NOx reduction system onboard LNG regasification vessels
• • First application of new sLNGc® cargo containment system with increased cargo tank pressure rating; facilitating regasification and STS operations
• • Development of LNG liquefaction ships in the reclamation of new gas sources, concept and design

GENERAL

LNG TRANSPORTATION

EXMAR is one of the world's leading independent owner and operator of LNG regasification vessel. Over the last 35 years EXMAR has been active and improving the LNG industry and has made substantial technological advances in shortening the traditional LNG value chain to bring Natural Gas in a flexible way to rapidly developing parts of the world. EXMAR

was the first company to order and build a LNG Regasification Vessel (LNGRV) with delivery in 2005 – the eXCeLsIOr – and has consequently build up significant knowledge and experience in the ownership, management and operations of regasification vessels around the world. EXMAR subsequently developed Ship-to-Ship transfer technology via flexible hoses in order to transfer LNG from one vessel to another.

The current fleet consists of 11 LNG carriers out of which eight are currently fitted with EXMAR's regasification installation.

One LNG tanker, MeTHaNIa is owned by Distrigas, and four LNGRV vessels,

eXCeLLeNCe, eXQuIsITe, eXPeDIeNT and eXeMPLar are owned by Excelerate Energy L.P., but all five vessels are managed by the EXMAR Group on their behalf. At the end of March 2011, all our vessels were employed on time-charters. Most of them being on long – term charters to Excelerate

Energy L.P.

The LNG/C eXCeL was successfully renewed on a time-Charter to Morgan Stanley for a period of one year, until March 2012.

LNG HIGHLIGHTS

In March eXCeLsIOr carried out the first of scheduled drydock of the LNGRV's lasting 3 weeks. This was followed by eXCeLeraTe in April for a similar period.

LNG/C eXCeL redelivered from a short-term time charter with Statoil of Norway. At that time the market was very weak and idle time was incurred until a further 6-month's time charter was obtained until early 2011 however at a low rate. This was extended in November for a further period of one year with effect from March 2011 at an increased rate.

Following drydock, eXCeLsIOr was positioned again in Bahia Blanca, Argentine, relieving eXCeLLeNCe, to commence the 3rd season as a Gasport. Operations continued throughout the balance of the year owing to increased demand.

The fourth of a series of five 150,900m³ LNGRV's, eXPeDIeNT, was delivered in April from DSME. Although the ownership structure was changed the management of the ship remains with EXMAR Shipmanagement.

In May eXPLOrer commenced the second season at Mina Al Ahmadi Gasport™ in Kuwait and continued working at full capacity to assist with high demand for power ashore owing to extreme summer temperatures until October.

The fifth and final of the series of 150,900m³ LNGRV's, eXeMPLar, was delivered to Excelerate Energy from DSME in September. The management of the ship remains with EXMAR Shipmanagement.

With all LNGRV's plus eXCaLIBur in full operation during 2011 results will be as predicted, affected by the exposure of eXCeL to a continuing weak spot market.

LIQUEFACTION AND REGASIFICATION

EXMAR has the ambition to become a onestop tailor made shop for floating liquefaction, LNG transport and floating regasification.

UPSTREAM

EXMAR is further developing the floating liquefaction technology in order to monetise more difficult, smaller and remote gas fields. EXMAR offers the potential to unlock offshore gas reserves by means of easily deployable floating liquefaction units which eliminate the need to invest in capital-intensive pipeline infrastructure to bring the gas to fixed onshore facilities.

To advance its efforts in the development of floating liquefaction, EXMAR formalised a strategic alliance in November 2008 with its long-time LNG partner, Excelerate Energy, and Black & Veatch (USA), a proven provider of natural gas processing and liquefaction technology. This partnership forms a solid basis for the further successful development of floating liquefaction storage and offloading solutions. EXMAR is actively looking for partnerships with natural gas companies interested in smaller scale floating liquefaction projects.

EXMAR is mainly focusing on small scale projects with benign weather conditions, certified gas reserves and a lean gas quality. EXMAR is currently conducting a Front-End Engineering & Design (FEED) study with a natural gas producer for such a floating liquefaction project. The partners are targeting a Final Investment Decision (FID) in 2011.

DOWNSTREAM

In June 2010 EXMAR and its Consortium was selected as Preferred Bidder by the Petroleum Corporation of Jamaica (PCJ).

The Government of Jamaica (GOJ) began investigating the possibility of introducing natural gas as an alternative fuel in 2001. The objectives of the project are to decrease

the dependence on imported oil and oil derivatives, lower energy costs and utilise a more environmentally friendly fuel option.

In April 2007, the PCJ issued a worldwide Invitation to Pre-Qualify for the provision of an LNG Floating Storage and Regasification Unit (FSRU) for Jamaica. On 12 November 2009 PCJ issued a Request For Proposal (RFP) for the financing, development, ownership and operation of an FSRU LNG Regasification Terminal and Natural Gas Transportation System to nine international companies. In response to the RFP, EXMAR and its consortium submitted a proposal on 15 February 2010.

EXMAR formed a consortium with Promigas, the Colombian pipeline operator to answer the RFP and with a Jamaican company called CLNG for local assistance. Within the terms of the collaboration, EXMAR will be responsible for the financing, development, ownership and operation of the FSRU LNG Regasification terminal and Promigas will be responsible for the Natural Gas Transportation System.

After review by an Evaluation Committee, established by the Jamaican LNG steering committee, the EXMAR Consortium was selected as Preferred Bidder. The negotiations between the Preferred Bidder and PCJ are still continuing.

In addition, EXMAR is currently conducting several LNG regasification feasibility studies in different parts of the world. Furthermore EXMAR is also participating in specific FSRU tenders on a case by case basis.

OFFSHORE We keep exploring new horizons

22 nog in te vullen

Over a twenty-five period, EXMAR has acquired a wealth of experience in the design and development of offshore projects. We have earned an excellent reputation with the semi-submersible production platform OPTI-EX®. We are now using this offshore expertise to explore new horizons.

unit	type		year built	class	flag	status
OffsHOre
aCCOMMODaTION / WOrK BarGes
	Accommodation
KISSAMA	Barge	300	2003/2010	BV	Liberian	owned
NUNCE	Accommodation Barge	450	2009	ABS	Liberian	joint venture
Total		750 POB
Total Owned	1	300 POB
Total Joint Venture	1	450 POB
Total BarGes	2	750 POB
seMIsuBMersIBLes
OPTI-EX® (Samsung-Kiewit)	Semi-Submersible	60.000 BOPD	2009	ABS	Liberian	owned
	Production platform	50 MMscfd
Total semisubmersibles	1	60.000 BOPD
		50 MMscfd

Current operation + maintenance contracts are:

NaMe	CLIeNT	TYPe Of serVICe
Girassol FPSO	Total Angola	Marine Operations and maintenance, Pilotage
Dalia FPSO	Total Angola	Marine Operations and maintenance, Pilotage
Farwah FPSO	Mabruk	Marine Operations and maintenance, Pilotage
Kissama	Open	Marine Operations and maintenance
Nunce	Sonangol	Marine Operations and maintenance
OPTI-EX®	Exmar / LLOG	Final Outffitings for operations
Remora Hi-Load	Remora	Consultancy and Ad-Hoc support for DP system
FSRU	OLT	Familiarisation and training for future Marine Operations and
		maintenance

VISION

EXMAR continues to focus on selective projects where it can bring added value, by the provision of goods and services to the offshore oil and gas industry. Assets include floating production and floating accommodations units. While EXMAR provides services to an extensive list of clients worldwide, EXMAR has offices serving regional offshore customers in the Gulf of Mexico and West & North Africa.

To maintain this particular goal, EXMAR is focusing on the following strategy:

• Own assets that are of high specification and operate them according to sound management principles and priorities such as safety, efficiency and minimal environmental impact.

• • Acquire assets with a long-term view of employment and redeployment which means assets that are not only well-designed and well-constructed but are technically generic and flexible.
• • Utilise the experience and expertise of a strong engineering and technical group to develop innovative and commercially viable floating solutions for the offshore market.
• • Focus on projects where the expertise in LNG/LPG shipping, drilling, gas handling, project management and newbuild construction provides a competitive edge.

New initiatives and projects requiring a strong technical capability combined with decades of offshore experience in exploration and production will continue to define EXMAR's offshore group.

INNOVATION: The driving force behind EXMAR's exciting proactive approach to the market.

• • Deployment of OPTI-eX® semi-submersible production platform with optimized hull design providing reduced motions in challenging offshore environments. This represents the first deployment of this new hull design.
• • Capitalising on this outstanding achievement, EXMAR Offshore is currently developing new concepts starting from its proprietary ring pontoon design. New designs based on the OPTI® hull series include larger units and a dry-tree application.
• • Utilising existing drilling semisubmersible designs as platforms for deepwater well service and intervention, and as tender assist.
• • Addition of a well service and intervention (WSIV) semisubmersible to the design portfolio.
• • New innovative software comprising the EXMAR Design Suite continues to be developed, saving time without loss of accuracy.

GENERAL

With the support of strong engineering teams in Antwerp, Houston and Paris, EXMAR has been able to deliver assets and services to its customers that are creative, innovative and practical. Regional offices in Houston, Luanda and Tripoli continue to provide direct service to EXMAR's customers and are instrumental in identifying new opportunities in these regions.

ASSET AND PROJECT MANAGEMENT

OPTI-EX®

The contract for the sale of the OPTI-eX® to LLOG of Covington, Louisiana, was signed on 31 August 2010.

This contract requires EXMAR to perform engineering, modifications and operations services to the unit in order to prepare for deployment in 3,200 ft water depth to the Who Dat! field in Mississippi Canyon 547 in the Gulf of Mexico. While the modifications were not extensive the schedule to deployment requires the unit to be ready for sail-away by the end of May 2011 in advance of the 2011 Gulf of Mexico hurricane season.

The broad scope of services required by LLOG is provided by EXMAR Offshore Company in Houston which has been responsible for design and project management of the OPTI-EX® project.

A critical milestone to ensure prompt delivery planned at the end of May is to obtain Regulatory Approval status from various regulatory bodies. So far, all applications and reviews are progressing as anticipated and there is no reason to believe that delivery of the platform could be delayed due to regulatory approval reasons.

BARGES

Kissama

The KISSAMA (300 persons on board (pob) capacity) has undergone a major refurbishment and dry-dock end 2009 and beginning 2010 and was then chartered to ENI Oil in Congo for a short term contract that terminated in March 2011. Longer-term employment opportunities are currently analysed, mainly in West Africa where the unit is located.

Nunce

A 450 pob accommodation barge built in 2009, owned in joint venture with an Angolan partner, and in service to Sonangol under the terms of a ten-year contract.

BEXCO

EXMAR has a 26% stake in Bexco, a Belgian company specialised in the development, fabrication and marketing of ropes for marine and offshore applications.

DESIGN, ENGINEERING AND CONSULTANCY

EOC & DVO

EXMAR Offshore Company (EOC – Houston) provides engineering, design, construction supervision, project management and consultancy for operators, contractors and shipyards. EOC is responsible for the customization and modification work and operations performed on the OPTI-eX® for the Who Dat! field. EOC will be responsible for obtaining the regulatory approvals for the unit and is scheduled to deliver the OPTI-eX® to LLOG at a location one mile from the production site by May 2011. While the EXMAR group projects account for a large share of the work performed by EOC, the majority of EOC work completed on an annual basis is done for drilling contractors. In 2010, work performed by EOC for third parties included companies such as LLOG Exploration, Noble Drilling, Japan Drilling Company, Worley Parsons, Helix Offshore Services, ATP Oil and Gas, Pacific Drilling, Excelerate Energy, etc.

DVO consultancy work focuses mainly on naval architecture and marine engineering on the one hand and construction management for oil tanker terminals on the other. In addition, DVO is involved in studies for FSO's and accommodation barge projects for the EXMAR group. Over the years, DVO has developed and maintained a very close relationship with TOTAL.

OPERATION AND MAINTENANCE

Franship Offshore (FSO) and EXMAR Offshore Services (EOS) are the entities within the EXMAR Group which offer operations and maintenance services for offshore installations, both within the EXMAR Group and to third parties. These services are provided out of local offices in Luanda, Livorno and Tripoli. The policy is to ensure a maximum of sustainable local content and at the same time providing to customers the assurance of the EXMAR management systems. The implementation of strategic alliances with local stakeholders is recognised as of increasing importance for future development.

The EOS focus is on integrated Offshore Terminal management, capitalising on the marine expertise of the EXMAR Group. Core competencies include all aspects of offshore mooring and cargo transfer, oil as well as gas (LPG/LNG). A local consortium with EOS as majority shareholder has been retained in 2010 by Owners OLT for the management of the offshore terminal FSRU Toscana to be installed off the Italian coast.

SERVICES & HOLDING We have a global view on our business

EXMAR is at home in many markets. Our shipping and offshore activities are accompanied by a full package of supporting services. Customers entrust us with the technical management of ships and the assembly of a professional crew. We act as insurance brokers, and even have our own travel agency. This makes EXMAR a global service partner for all players in the mineral oil and gas industry.

EXMAR SHIPMANAGEMENT

eXMar shipmanagement provides high quality ship management and related services to owners of high tech carriers and floating units (storage & accommodation). EXMAR Shipmanagement is the world leader in managing Ship-to-Ship Transfer (STS), Regasification vessels as well as Floating Storage and Regasification Units (FSRU's – OLT Livorno). EXMAR Shipmanagement provides these services for over 30 high tech vessels and the company continues to develop its business.

These services aim at continuous enhancement of the quality, safety and security of daily operations, care for the well being of the crews and protection of the marine environment.

This is achieved by:

• • involving ship and shore staff actively in the daily improvement of HSEQ processes;
• • focusing on company loyalty by recruitment of young officers through co-operation with several maritime academies;
• • enhanced training programs at recognized top-level institutes supplemented by in-house training;
• • ensuring a fleet wide cost efficient maintenance and defect reporting system;
• • supplying reliable hard- and software tools to support the daily operations

The current developments in the management of the oil and gas supply chain result in a growing need for specialized maritime, technical and HSEQ expertise.

By providing both Shipmanagement and marine expert services, EXMAR Shipmanagement is well geared to be a worldwide global service provider for operators in this industry.

With a company experience rate of 89% (more than 2 years in a staff rank), we can rely on a loyal team of seafarers to manage our vessels. Through conferences and extensive trainings in which the human interaction and leadership skills are embraced, we succeed in managing our vessels with strong multicultural teams. In 2010 the fleet of EXMAR Shipmanagement had a Lost Time Injury Frequency (LTIF) of 1.08. Although this is slightly higher than in 2009 (0.88), the difference is not significant. Four vessels are sailing for 5 years now without LTI. Nevertheless, we continuously strive to reduce the number of accident further.

For more than five years in a row, EXMAR has had no incident which resulted in oil pollution to the sea. In the course of the year, EXMAR Shipmanagement has been preparing its office and seagoing staff for ISO-14001 certification which was obtained early 2011.

In 2010, EXMAR Shipmanagement also started providing technical and crew management for commercial cruise vessels and currently has 4 of these vessels in management.

EXMAR Shipmanagement has offices in Antwerp, Singapore, Mumbai and Limassol.

INSURANCE BROKERAGE

Belgibo is an independent insurance broker based in Antwerp with a specific focus on marine industry. It ranks amongst the top 10 insurance brokers in Belgium and Luxemburg. In addition to all types of industrial insurances, Belgibo offers a number of specialised products, including cargo transport insurance, hull insurance and aviation insurance to national and international clients. Belgibo had a very slight decrease of revenues in 2010 due to the loss of one major account.

1. Inland Barges

or sold.

The turnover has slightly decreased in 2010. Despite the better worldwide economic prospects, inland navigation remained burdened by the crisis. General and liquid cargo freight levels remained low. As a result the financial pressure on the inland craft owners increases further whereas their financial reserves keep on diminishing. The second half of 2010 shows an increase of owners having solvability issues.

This evolution had a negative impact on the 2010 Belgibo turnover and it is expected that 2011 will remain troublesome mainly due to the fact that the prospects for the liquid cargo market do not appear favorable. Belgibo succeeded in maintaining their position as Belgian market leader in the inland barge market and still manages to attract new clients on a regular basis to compensate for the loss resulting from vessels being laid up

2. Industry

The Industry Department was successful in acquiring new selected clients which contributed to a better spread of revenues. The revenues of some major projects will enhance the stability of the overall department income for the upcoming 2 years.

3. Marine

Hull and P&I revenues continued to grow to above market rates due to the financial strength of our clients who continued to invest despite suffering markets.

Only the cargo revenues suffered from important competition and continuous erosion of the premium levels.

The credit Risk division went through challenging times but nevertheless managed to achieve good results on the "long term" products.

Due to the increased workload in claims handling our short term development plans had to be postponed for one year.

TRAVEL PLUS

Following a slight decline owing to the worldwide financial-economic crisis, which was tangible throughout the entire travel sector, we have returned to being very busy since 2010. On our twentieth anniversary on 1 February 2011 we were therefore able to present figures that exceeded the record results of 2008. We are happy to ascribe the good performance to our consistent policy: we have always remained focused on our core activities. For two decades, Travel Plus has specialised in business travel and in organising made-to-measure leisure travel. In doing so we have built up great expertise and now enjoy an outstanding reputation. And that is now translating into a positive balance sheet and allows us to face the future with confidence.

Personnel

Our employees are key to our success: their skills, commitment and motiviation make EXMAR competitive and fit for the future.

At the end of 2010 the EXMAR Group had in total 1,583 employees, 11,3 % more than at the end of 2009 (275 employees and 1,308 seafarers). Of the shore staff, 64 % employed in Belgium. The remaining working in the Group's businesses in Europe (France and Great Britain), in the United States, in Africa (Angola and Libya) and in Asia (China, India, Singapore and South Corea).

EXMAR places great importance on a healthy competitive working environment and a targeted organisational structure, and to the sense of belonging and team spirit of its employees, at every level. The motivation and commitment of its staff

members are an essential requirement for the successful operation of the Group.

In 2010 a "code of business ethics – the way we work" stressing these values and goals, was implemented. The code is intended to help each employee understand and follow relevant compliance and integrity rules.

The human resources policy continues to be one of attracting motivated people who are prepared to employ their skills within one of the dynamic and innovating teams of the Group.

Decisions on recruitment, promotion and training are and will continue to be based on criteria such as training, experience, results, team spirit and other relevant qualities.

All staff members have the opportunity to

extend their knowledge and experience further via courses and training, participation in seminars, conferences, etc.

The important role which EXMAR has played for years in the international oil and gas industry is however not only due to the skills and dedication of staff in the various offices, or to the ongoing modernization and technological adaptation of its fleet, but also to motivated and skilled ships' crews making a significant contribution.

To keep this valuable human capital, special attention is paid to a career and retention policy, lifelong training and welfare. Young people receive outstanding opportunities for the start of their careers, for instance by giving them training opportunities in our affiliates all over the world.

For our seafarers considerable efforts are made to develop training programs for cadets, not least in collaboration with Antwerp nautical College and with nautical colleges abroad.

Socially, improving relationships between crew members, shore personnel and the families of the seafarers remains another important goal.

For EXMAR a high standard healthy and safe working environment for all staff members, both in our offices as aboard our vessels, is the highest priority.

Shore Seafarers 1.600 1,400 1,200 1,000 800 600 400 200 0 2007 2008 2009 2010

Evolution personnel 2009-2010

Environment

LESS ENVIRONMENTAL IMPACT FOR A SUSTAINABLE FUTURE

EXMAR Shipmanagement fully complies with the applicable international legislation regarding Environmental aspects of the shipping industry. EXMAR Shipmanagement concluded 2010, just as the previous years, without any oil pollution to the sea. EXMAR Shipmanagement obtained early 2011 the ISO 14001 Environmental certification. This will reinforce the frame work for monitoring environmental compliance and continuing projects to realize environmental impact reduction beyond compliance. In particular also the Lean Six Sigma methodology is been used for green improvement projects such as energy consumption reduction and boil off gas management related to regas cargo operations on board of the LNGRV fleet.

The existing EXMAR fleet adopted advanced new technological developments in shipping to reduce the environmental impact of its operations, in particular:

• • With the objective of important savings on lubricating oil consumption and corresponding important environmental impact reduction, Electronic Cylinder Lubrification is retrofitted on board of EXMAR LPG-motor ships according dry dock scheme. Recent ships in the EXMAR fleet are standard equipped with a similar system.
• • In view of assuring zero marine pollution with oily waters, centrifuges for efficient separation of oily bilge waters are being installed on board of the existing EXMAR LPG-motor ships. This complementary to the original mandatory equipment.10 EXMAR LPG ships were equipped with this centrifuge system.

• Furthermore EXMAR implements leading edge environmental technology on the LNGRV-vessels which are planned for regasification operations: Advanced energy recovery systems for closed loop mode regasification.

Selective Catalytic Reduction Units for the reduction of the Nitrogen Oxides (NOx) in exhaust gas are installed on board.

• For operations at Northeast Gateway deepwater port a specific training program is implemented in view of the Marine Mammals Detection, Monitoring and Response Plan. The program is effectively implemented and involves all crew with navigational and lookout duties: i.e. Master, deck officers and ratings.

GREEN INNOVATIONS

Although shipping is still the most energy efficient way to transport commodities across the world, EXMAR is continuously striving to develop a more efficient and ecological way of transportation by ship. Different innovative concepts considering all aspects of 'green' ship design are being explored through research and development by EXMAR's engineering departments in close cooperation with shipyards and equipment manufacturers.

experience and knowhow

In its highly sophisticated fleet of LNG regasification vessels (LNGRV's), EXMAR incorporated already several green technologies in order to reduce emissions. When operating, the LNGRV's have the capability of using the natural evaporation of the cargo as a fuel. During the onboard regasification process the vessels have the ability to operate only on natural gas by means of modified boilers and a dual fuel diesel generator.

Compared to consuming heavy fuel oil, the use of natural gas reduces the CO² emissions with 25%, the sulphur oxide emissions (SOx) with 100%, the nitrogen oxide emissions (NOx) with up to 90% and in addition no soot is produced when running on gas.

These NOx emissions can even be further reduced with 90% by an onboard Selective Catalytic Reduction (SCR) system which is placed in the exhaust gas stream. In this system the NOx molecules react with the additional reagent urea and and in this way chemically reduces the NOx into harmless water and nitrogen. This SCR system onboard the EXMAR LNGRV's was the first ever application of such system on board an LNG carrier.

Furthermore all LNGC's and LNGRV's in the fleet are being equipped with green passports to ensure decommissioning will be performed in a proper way. To further reduce the gas consumption during regas operation, EXMAR has developed a heat recovery system which reduces the consumption, and thus the emissions with more than 10% in closed loop mode.

Since the delivery of the first EXMAR LNGRV in 2005, EXMAR gained extensive experience in the mentioned green technologies and therefore it was decided to expand this knowledge towards the LPG fleet by the development of a Green LPG carrier design.

eXMar Green LPG carrier design

The EXMAR Green LPG carrier design mainly focuses on the reduction of air pollution, the treatment of ballast water against alien species and the application of non biocidal foul release coating systems for a smoother underwater hull. In order to meet the upcoming air pollution

regulations, many alternatives were studied but the use of LNG as a fuel is presently seen as the most efficient solution.

The use of alternative after-treatment systems are to be less favorable.

To reduce the energy consumption and thus CO² emissions further down, mainly solutions were investigated to optimise the propulsion and to reduce the ship's resistance. Various innovations recently introduced in the market were broadly studied.

LNG as a fuel

EXMAR is not only doing research to apply its broad LNG knowledge in its own fleet, but is also looking at a various range of ship types to use LNG as a fuel. LNG as a fuel requires some critical ship design changes:

• The storage and handling of fuel at -163°C.

• Lack of infrastructure for LNG supply to ships. Presently Norway is the only country where a bunker system for ships exists.

EXMAR believes the introduction of LNG as a marine fuel is a step towards a cleaner and more sustainable industry.

CONCLUSION

The research and development of green ship technologies is an important step in EXMAR's ambition to create more sustainable shipping. Concerns for the environment, in combination with extremely competitive transport economy and a maximum of safety, are seen as an opportunity to enter new markets. This can perfectly go together with a reduced environmental impact on the marine environment and on human health.

Safety and quality

EXMAR is continually investing in new technologies and management systems. By doing so, EXMAR keeps its finger on the pulse so that the quality of EXMAR activities is maintained in the forthcoming years. At EXMAR, safety and quality go hand in hand. A safe working environment, both onshore and offshore, is the prerequisite for cost-efficient service provision and sustainable business.

The main Safety & Quality results achieved by the EXMAR Shipmanagement for 2010:

• Lost Time Incident Frequency end 2010 was 1.08

(basis one million working hours).

• ISO 9001-2008 certification as well as International Safety Management (ISM) Document of Compliance (DOC) were successfully continued.

EXMAR Shipmanagement applies Tanker Management Self Assessment as per OCIMF guidelines.

The main Safety & Quality results for EXMAR Offshore Services for 2010:

• • Lost Time Incident Frequency was zero end 2010
• This result was achieved for the fifth year in a row.
• • ISO 9001-2008 certification by BV for Management of General Services for Offshore Operations was successfully continued now including as well technical management.

Traditional safety based on seafarers competence, complemented with enhanced risk management enables innovation in a safe and responsible way at EXMAR. Management of change proves to be a key tool to implement adequate risk assessment in shipmanagement operations. Indeed risk

assessment and risk management are implemented from conceptual feasibility stages for new projects until and including the respective innovative operations. In particular the success of both LNGRV regasification operations and multiple LNG ship to ship transfer operations at different gasports worldwide prove the sound approach of EXMAR and EXMAR Shipmanagement to operate their new LNG technologies safely.

EXMAR Shipmanagement is determined to remain the leader in LNG STS and Regasification and has adopted Lean Six Sigma as improvement methodology. Lean Six Sigma is an advanced business performance improvement tool that helps enhance customer's experience, increases reliability of EXMAR ships and operations, lowers costs and improves sustained compliance.

EXMAR share

The EXMAR share is listed on the NYSE Euronext Brussels and has formed part of the Bel Mid index (Euronext: EXM) since 23 June 2003. As of 10 December 2009 the VVPR strips were listed on the NYSE Euronext Brussels. EXMAR's capital amounts to USD 88,811,667 and is represented by 59,500,000 shares without nominal value

evolution of the consolidated equity (usD)

evolution of the dividend(eur)

* Paid as an interim dividend

evolution of the share capital

The share capital amounts to USD 88.811.667 and is represented by 59,500,000 shares without nominal value. Since the formation of the Company (due to partial demerger) the following amendments to the captial and shares have taken place:

Date	share capital usD	share premium usD	Number of shares
23/06/2003 constitution	48,519,000		7,350,000
11/05/2004 conversion of the capital in USD			7,350,000
28/11/2005 withdrawal of shares			6,700,000
16/05/2006 withdrawal of shares and split			32,500,000
10/11/2006 capital increase within the authorised capital	53,287,000	91,545,904	35,700,000
10/12/2009 capital increase	88,811,667	112,096,261	59,500,000

evolution of the share price (eur)

Board of Directors

Baron Philippe Bodson – Chairman Nicolas Saverys – Managing Director/Chief Executive Officer Leo Cappoen Ludwig Criel Patrick De Brabandere François Gillet Jens Ismar Philippe van Marcke de Lummen Guy Verhofstadt Baron Philippe Vlerick NV SAVEREX represented by Pauline Saverys

Executive commitee

Nicolas Saverys – Chief Executive Officer Patrick De Brabandere – Chief Operating Officer Pierre Dincq – Managing Director Shipping David Lim – Managing Director Offshore Didier Ryelandt – Chief Financial Officer Paul Young – Chief Marketing Officer Marc Nuytemans – CEO EXMAR Shipmanagement Bart Lavent – Managing Director LNG upstream/downstream

Auditor

Klynveld Peat Marwick Goerdeler – auditors - represented by Mr. Serge Cosijns and Mr. Filip De Bock.

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 RPR Antwerp Website: www.exmar.be E-mail: corporate@exmar.be

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 corporate@ EXMAR.be, for the attention of Patrick De Brabandere (COO), Didier Ryelandt (CFO) or Karel Stes (Secretary).
• • In case you wish to receive our annual or halfyear report please mail : corporate@ EXMAR.be

The Dutch version of this year report must be considered to be the official version.

Design and production: www.dms.be

EXMAR annual report 2010

EXMAR annual report 2010

Contents

RepoRt of the BoaRd of diRectoRs coRpoRate goveRnance statement financial RepoRt

Report of the Board of Directors to the general meeting of shareholders

Dear Shareholder,

We have the honour to report to you on the activities during the past financial year and to present the consolidated and statutory financial statements for the year ended 31 December 2010. The annual reports on the consolidated and statutory financial statements have been joined in accordance with Article 119 of the Companies Code.

In accordance with Article 34 of the Royal Decree of 14 November 2007 (on the obligations of issuers of financial instruments admitted to trading on a regulated market), listed companies are required to include relevant information in their annual report that may have an impact in the event of a public takeover bid.

The elements referred to in the aforementioned regulations and in the Companies Code that apply to the Company are dealt with in the present annual report, as well as in the Corporate Governance Statement which forms part of the annual brochure, referring if need be to the provisions of the Corporate Governance Charter, the articles of association and the Company's website. The present report should therefore be read in conjunction with the annual brochure.

No reference is made to the elements mentioned in said Article 34 which do not apply to EXMAR NV.

MAIN ACCOMPLISHMENTS IN 2010

Following the capital increase that was successfully concluded at the end of 2009, resulting in a strengthened balance sheet and corresponding new fi nancial scope to pursue business opportunities, several LNG-related projects were considered.

Developments on LPG and offshore markets, too, were watched closely so that any opportunity for further consolidation of the fl eet could be seized.

On 15 February 2010, EXMAR and its consortium (Promigas and CLNG) submitted a proposal to the Petroleum Corporation of Jamaica for the fi nancing, development, ownership and management of an FRSU LNG regasifi cation terminal and a natural gas transport system.

The EXMAR consortium was selected as preferred bidder. Negotiations between the EXMAR consortium and PCJ began in June 2010. The outcome is not yet known.

In March 2010, EXMAR and Excelerate Energy L.P. reached an agreement on the restructuring of their stake (50/50) in LNGRV EXPEDIENT and LNGRV EXEMPLAR, whereby EXMAR transferred its interest in the two vessels to Excelerate Energy L.P. EXMAR will continue to assume the management and maintenance of the vessels. The transfer of these stakes is part of a wider commercial agreement between EXMAR and Excelerate Energy in connection with their LNG operations.

In June 2010, an agreement in principle was concluded with the American group LLOG Development Company LLC for the fl oating production platform OPTI-EX®. The sale agreement was signed the following August. The American fi rm wants to deploy the platform in the Mississippi delta in the Gulf of Mexico, where LLOG wants to start production around mid-2011.

The sale of the production platform involves a sum of more than 430 million dollars. Payment will be staggered over a period of at least fi ve years following the installation.

Towards the end of the year, in October, EXMAR and Teekay LNG Partners L.P. reached an agreement whereby Teekay acquired a 50% stake in two EXMAR LNG vessels, EXCELSIOR and EXCALIBUR. Both vessels are employed under long-term charters with Excelerate Energy. EXMAR continues to assume the management and operation of the vessels.

Discussion of the financial statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The consolidated figures were drawn up in accordance with IFRS.

Notwithstanding the provisions of Article 125 of the Companies Code, the capital and accounts are expressed in US dollars. This exception was granted by the Ministry of Economic Affairs and was confirmed to us in writing on 2 July 2003.

The Board of Directors believes that the reasons why this exception was requested still apply to the financial statements for this period.

Turnover

EXMAR Group realised a turnover of USD 413.9 million in 2010, compared with USD 403.2 million in 2009.

Results

The consolidated operating results amounted to USD 87.4 million in 2010 and were positively influenced by the capital gain on the sale of 50% of the stake in the vessels EXCELSIOR and EXCALIBUR (for USD 46.9 million). Nevertheless, the operating results continue to be adversely affected by disappointing tariffs on the LPG spot market. In 2009, the operating results of USD 44.5 million were negatively affected by disappointing freight tariffs for the LPG fleet and the failure of the KISSAMA and the OPTI-EX® to contribute to the results.

The net financial results for 2010 were negative to the amount of USD -70.1 million (USD 6.4 million in 2009). The negative trend in the net financial results is mainly accounted for by non-cash, unrealised results following the change in the fair value of the interest rate swaps covering the interest rate risk on the long-term financing of the fleet (USD -15.4 million in 2010 compared with USD 54.6 million in 2009) and the change in the fair value of forward exchange contracts (EUR/USD) (USD 0.3 million in 2010 compared with USD 13 million in 2009).

EXMAR Group realised a consolidated result after tax of USD 14.4 million in 2010 (USD 43.5 million in 2009). If no account were taken of the change in fair value (Mark-to-Market) of the financial instruments, the consolidated after-tax result would be USD 28.8 million (USD -11.1 million in 2009).

Fixed assets

The net book value of the vessels decreased by 33% or USD 593.9 million to USD 1,166.6 million.

The net book value of the LPG fleet (USD 602.1 million) is similar to that in the previous year since the increase as a result of investments (mainly further instalments on the last three pressurised LPG tankers) is offset by the depreciation cost in 2010. The value of the LNG fleet as at 31 December 2010 stood at USD 526.1 million, a reduction by USD 283.0 million compared with 2009. This decrease is explained by the sale of the stake in EXEMPLAR and EXPEDIENT (LNGRVs under construction) to Excelerate Energy LP and the disposal of 50% of the stake in the vessels EXCELSIOR and EXCALIBUR. The value of the offshore fleet, too, is marked by a fall in the net book value: USD 38.4 million as at 31 December 2010 compared with USD 345.3 million in 2009. In view of the agreement to sell the OPTI-EX®, the net book value of this offshore unit was presented as fixed assets held for sale.

Current assets

The current assets increased in 2010 by USD 320.4 million to USD 557.0 million. This development is essentially accounted for by OPTI-EX® being shown as assets held for sale as at 31 December 2010.

The net cash position (cash and cash equivalents less bank overdraft) as at 31 December 2010 amounted to USD 120.2 million, of which USD 52.1 million free cash flow.

Equity

Equity amounted to USD 402.6 million as at 31 December 2010, and was positively influenced by the result for 2010 (USD 14.4 million) and at the same time negatively affected by the dividend payment (USD 30.7 million) and the acquisition of own shares (USD 6.1 million).

Liabilities

The net financial debt (financial liabilities less liquid assets) totaled 1,028.7 million as at 31 December 2010. The net financial debt decreased by USD 254.1 million, mainly as a result of the elimination of the debt in the context of the sale of the stake in EXEMPLAR and EXPEDIENT, and the sale of 50% of the stake in EXCELSIOR and EXCALIBUR (USD 250.0 million).

The debt in respect of the negative market value of financial instruments was USD 90.6 million as at 31 December 2010, which is an increase compared with 2009 (USD 71.4 million).

NOTES TO THE STATUTORY FINANCIAL STATEMENTS

Financial situation

The statutory accounts were drawn up according to Belgian GAAP .

The statutory result for the financial year 2010 amounts to USD 17.3 million (USD 18.6 million in 2009). The result is positively impacted by the extra-ordinary profit on the sale of 50% of the shares in Excelsior BVBA (USD 43.1 million) and by the change in the fair value of the interest rate swaps for a negative amount of USD -27.6 million (in 2009 USD 31.4 million positive change).

The total assets amount to USD 906.8 million (USD 914.4 million end 2009) as per 31 December 2010, of which USD 612.1 million financial fixed assets (USD 597.6 million in 2009).

The equity as per year-end amounts to USD 439.8 million (USD 454.9 million for year-end 2009) and the decrease of USD 15.1 million compared to 2009 is caused by, on the one hand the distribution of dividend of USD -32.4 million and on the other hand the result of the year (USD 17.3 million).

The company's debts amount to USD 462.8 million at the end of 2010 (in 2009: USD 454.8 million), of which USD 348.0 million long-term debts and USD 114.8 million short-term debts (in 2009 respectively USD 358.2 million and USD 96.6 million).

Appropriation of the Result

The Board of Directors proposes to appropriate the result as follows:

• Profit brought forward:	USD 67,392,839.87
• Profit for the period:	USD 17,293,729.86
• Dividend:	USD -32,424,525.00
• Transfer to the unavailable reserves:	USD -3,272,207.89
• Transfer to legal reserves:	USD -864,686.49
• Result to be carried forward:	USD 48,125,150.35

The Board of Directors proposes to the general meeting of shareholders to pay out a gross dividend of EUR 0.40 per share, of which a gross interim dividend of EUR 0.30 per share was paid out as an interim dividend on 12 November 2010.

If the general meeting of shareholders approves the proposal a final dividend of EUR 0.10 per share ( EUR 0.075 net per share or EUR 0.085 net per share together with a VVPR strip coupon after deducting withholding tax).

The dividend will be paid out at the counters of a financial institution on presentation of coupon 11 from 25th May 2011. (ex-date : 20 May – record date : 24 May).

The dividend for holders of registered shares or dematerialised shares will be paid into their account.

After this appropriation, the equity of USD USD 439,812,262.38 will be made up as follows:

• Capital: USD 88,811,667.00 • Share premium: USD 209,901,923.77
• Result carried forward: USD 48,125,150.35
• Reserves: USD 92,973,521.26

RISK FACTORS

In pursuance of the Companies Code, the Board of Directors informs the shareholders about the main risk factors for the EXMAR Group as described in the Corporate Governance Statement under "Internal Risk and Management Systems".

NOTIFICATIONS

Notification of Conflict of Interest: Application of Article 523 and Article 524(2) of the Companies Code

A conflict of interest arose in connection with the approval of the stock option plan on 1 December 2010. The provisions and require ments of Article 523 of the Companies Code were observed. The minutes relating to this agenda item read as follows:

"Before proceeding with the deliberation on this agenda item, Nicolas Saverys and Patrick De Brabandere informed the other members of the Board, pursuant to Article 523 of the Companies Code, that as beneficiaries of the remuneration proposals they have a proprietary interest which conflicts with that of the company.

Nicolas Saverys and Patrick De Brabandere did not take part in the deliberations or the vote on the recommendations of the Remuneration Committee.

Both gentlemen shall notify the statutory auditors of this in writing pursuant to Article 523 of the Companies Code."

Karel Stes, secretary of the meeting and also a beneficiary of the option plans, was informed by the Chairman that he should restrict himself to taking the minutes with regard to this agenda item.

The statutory auditor of the Company was notified of this conflict of interest in accordance with Article 523 of the Companies Code.

There were no conflicts of interest as far as the Executive Committee is concerned.

Stock Option Plan

On 1 December 2010 the Board of Directors decided for the seventh time to offer options on existing shares to a number of employees of the EXMAR Group. The number of options granted is shown below:

date of offeR	nUmBeR of oUtstanding options	eXeRise peRiod	eXeRcise pRice in eURo
15.12.2004	156,068	Between 01.04.2008 and 15.10.2017 (*)	7.04 (°)
09.12.2005	334,849	Between 01.01.2009 and 15.10.2018 (*)	12.33 (°)
15.12.2006	433,966	Between 01.01.2010 and 15.10.2019 (*)	18.33 (°)
04.12.2007	241,870	Between 01.01.2011 and 15.10.2020 (*)	16.81 (°)
19.12.2008	336,329	Between 01.01.2012 and 18.12.2016	6.80 (°)
29.12.2009	555,400	Between 01.01.2013 and 28.12.2017	5.57
09.12.2010	437,650	Between 01.01.2014 and 28.12.2018	5.41

(*) The Board of Directors meeting of 23 March 2009 decided to extend the original exercise period for all option plans by five years, by virtue of the decision by the Belgian Government to extend the Act of 26 March 1999, in particular regarding stock option plans.

(°) As a result of the capital increase and the dilution protection, the number and exercise price of the stock options was modified with effect from 19 November 2009.

OUTLOOK FOR 2011

In the coming year, the LPG division can rely upon an attractive portfolio consisting of a balanced combination of spot cargoes, voyage charter and time charter contracts. The prospects for the VLGC charter rates on the spot market appear to be better than in the previous quarters. One must continue to pay close attention to the evolution of the market value of the vessels, especially for the VLGC segment.

Due to the full employment of the LNG fleet in 2011, with no scheduled dry dock periods, except the offhire of EXCALIBUR for 15 days in January for a planned technical stop, the results of the division will be in line with expectations. As far as the Jamaican LNG project is concerned, we are awaiting the final decision of the Jamaican government which is due around mid-2011.

In the offshore division, the alterations to the OPTI-EX® are on schedule, and completion is due by mid-2011. Employment is guaranteed for the other platforms, and all opportunities are being investigated.

BOARD OF DIRECTORS AND COMMITTEES

We will request the General Meeting of Shareholders to grant us discharge for the exercise of our mandate.

The Board of Directors notes that the mandates of Messrs Philippe Vlerick (independent director) and Ludwig Criel (non-executive director) will expire immediately after the next general meeting.

Messrs Vlerick and Criel are seeking re-election.

The General Meeting is requested to deliberate on their reappointment as directors for a new term of three years.

The Appointment Committee delivered an opinion on the proposed reappointments at its meeting of 31 March 2011.

According to the provisions of the Corporate Governance Code, Mr Vlerick can no longer be regarded as an independent director as from the next general meeting, since in accordance with Annex A 2.4/1(2) he has served three consecutive terms of office as an independent director. Mr Vlerick has notified the Board of Directors of this.

The Board of Directors Antwerp, 31 March 2011

Corporate governance statement

This Corporate Governance statement has been drawn up in accordance with the Corporate Governance Code 2009, which the company uses as a reference code.

Transparency is achieved by means of two different documents:

• The Corporate Governance Charter that can be viewed on the company's website (www.exmar.be)
• The Corporate Governance Statement included in the present annual report and which contains more factual information about the Corporate Governance policy within EXMAR and which explains, as the case may be, why certain provisions in the Code are departed from.

The Corporate Governance Charter deals with the following subjects:

• Part I: EXMAR the company
• Part II: The shares and shareholders
• Part III : The Board of Directors, committees, control
• PART IV: transactions between related parties and conflicts of interest
• Part V: Remuneration report
• Part VI: Internal risks
• Part VII: Market abuse

EXMAR NV - THE COMPANY

Registered office

De Gerlachekaai 20, 2000 Antwerpen. VAT BE 0860 409 202 RPR Antwerpen.

Establishment date and modification of articles of association

The company was established by notarial deed on 20 June 2003, published in the appendix to the Belgian Official Gazette of 30 June 2003, under reference 03072972, and of 4 July 2003, under reference 03076338.

The articles of association were amended for the last time by deed of the civil law notary Patrick Van Ooteghem in Temse on 18 May 2010, published in the appendix to the Belgian Official Gazette (Moniteur Belge) under number 10085888 dated 15 June 2010.

Issued capital

The issued share capital amounts to USD 88,811,667, and is represented by 59,500,000 shares without nominal value. The capital is paid up in full. In order to comply with the Belgian Company Law, the reference value is established a EUR 72,777,924.85.

Authorised capital

By decision of the general shareholders' meeting held on 20 May 2008 the Board of Directors has been authorised to increase the share capital of the company in one or several times by a total maximum amount of USD twelve million (reference value EUR 7.703.665,66) during a period of five years as from the date of publication of such decision.

The special report of the Board of Directors was drawn up in accordance with the provisions of article 604 of the Belgian Company Code.

Articles of association, general shareholders' meetings, admission and exercise of the voting rights

According to the articles of association, the annual shareholders' meeting takes place on the third Tuesday of May at 2.30 p.m. The rules governing the convening, admission to meetings, their workings and the exercise of voting rights, modification of the articles of association, the nomination of the members of the Board of Directors and its committees can be found in the coordinated articles of association, the corporate governance charter of the company, which are available on the company's website.

http://www.exmar.be/INVESTORS4SHA.html

THE SHARES and the SHAREHOLDERS

The shares

EXMAR shares are quoted on NYSE Euronext Brussels included in the Bel Mid index . (Euronext: EXM).

As from 10 December 2009 the VVPR strips are quoted on NYSE Euronext Brussels.

Shareholding

It appears from a notification to the company and to the Banking, Finance and Insurance Commission dated 9 February 2010 that Ecofin Limited/The Astro 2004 Trust (a parent company or a controlling party) has fallen below the lowest threshold for its shareholding. Ecofin owns 2,871,768 shares. (4.83%)

It appears from the notification to the company and the Banking, Finance and Insurance Commission dated 6 August 2010 (Law of 2 May 2007):

• that Saverex NV owns 32,599,492 shares, which represents a participation in the capital of EXMAR of 54.79%.
• that Saverex NV has granted SA Sofina call options to purchase 5,750,126 shares held by NV Saverex during an exercise period of four years (ending on 11 December 2013). The exercise of the entirety of the call options might lead to dilution of Saverex's

shareholding below 50% of the capital of EXMAR NV. According to the notification SA Sofina holds 1.34% of the shares in EXMAR NV.

• that EXMAR NV holds 5.11% of the shares, that is 3,037,642 shares.

Acquisition of own shares: On 19 May 2009, the extraordinary general meeting of shareholders authorised the Board of Directors of EXMAR NV to acquire own shares within a well-defined price range during a period of five years.

The press release dated 1 September 2010, drawn up in conformity with Article 207.2 of the Royal Decree of 30 January 2001 amended by the Royal Decree of 26 April 2009, states that EXMAR NV purchased additional shares so that EXMAR NV owned 3,332,642 shares on the date of the press release, which is equivalent to 5.60%.

Shareholding as per 31 March 2011

The act on takeover bids (Act of 1 April 2007)

In accordance with Article 74.6 Saverex NV notified the CBFA on 15 October 2007 (update on 23 August 2010) that it holds more than 30% of the securities with voting rights in EXMAR, a stock exchange listed company.

The statutory information was announced on the website (www. exmar.be) in accordance with the Transparency Act of 2 May 2007.

Shareholders agreements

The company has no knowledge of any agreements made between shareholders.

There are no statutory restrictions for transfer of shares.

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

The Board of Directors of NV EXMAR is composed of 11 members.

Composition

Baron Philippe Bodson	Chairman (independent director) 2012
Nicolas Saverys	CEO (executive director)	2012
Leo Cappoen	Non-executive director	2013
Ludwig Criel	Non-executive director	2011
Patrick De Brabandere	COO (executive director)	2012
François Gillet	Independent director	2013
Jens Ismar	Independent director	2013
Philippe van Marcke de Lummen
	Independent director	2012
Guy Verhofstadt	Independent director	2013
Baron Philippe Vlerick	Independent director	2011
NV Saverex represented by Mw Pauline Saverys
	Non-executive director	2012

The Board of Directors is composed of members from diverse professional backgrounds who have a wide range of experience. The Nomination and remuneration committee will follow up recommendations for greater gender diversity as regards future appointments within the Board of Directors.

The Board of Directors investigates and evaluates its own performance as described in the Corporate Governance Charter. The Board of Directors formulates and evaluates the requirements regarding independence, skills and qualifications at regular intervals with the help of the Nomination and Remuneration Committee.

Functioning of the Board of Directors

In principle the Board of Directors holds five planned meetings every year. Additional meetings are held if specifically required. Additional meetings are convened in due time and the directors receive a work file as preparation on every occasion.

There were six meetings in 2010; each presided over by Mr Bodson. There was a total of three apologies at these meetings during the financial year, namely from Mr Philippe van Marcke de Lummen (1), Mr Jens Ismar (1) and Mr Leo Cappoen (1).

Aside from the subjects dictated by law – closing of the accounts, the annual and the half year report, preparing press releases or preparing the annual general meetings – EXMAR's board deliberated, among other things, on the following items: company strategy and structure, budgets, interim results and forecasts, survey of the day-to-day affairs of the major subsidiaries, investments and disinvestments in fixed assets and participating interests, portfolio and cash flow, fleet and acquisition and sale of own shares, and the strategy and developments per division.

One meeting specifically dealt with the Teekay transaction, whereby 50% of two LNG tankers was sold, as well as the decision to pay an interim dividend.

All decisions of the board are taken in accordance with Article 22 of the by-laws, which inter alia states that the chairman has a casting vote in case of a deadlock. Until now this has not been necessary.

Evaluation process

The effectiveness of the Board of Directors is crucial for the success of the group, and therefore the Board of Directors will carry out a fundamental evaluation of its functioning and the functioning of the committees as well as the interaction with the Executive Committee.

At the meeting of the Board of Directors held on 1 December 2010 it was decided from that time to organise a discussion with the non-executive directors at every meeting of the Board of Directors, in the absence of the CEO and other executive directors in order to evaluate their reciprocal communication with the executive directors and the members of the Executive Committee.

The Board of Directors instituted an evaluation process in 2011 to assess the effectiveness of the board and of the committees, whereby the chairman of the Board of Directors will organise an evaluation on the basis of an extensive individual questionnaire. The questionnaire will concern the collective performance of the board and the individual contributions of the directors.

Part of the questionnaire is intended for the evaluation of the committees.

The questionnaire includes at least the following elements:

• the effectiveness of Board of Directors/committees
• the information provided to the Board of Directors/committees
• self-evaluation (individual)
• mutual relations with the various committees.

A report will be drawn up on the evaluation and this will be discussed at meetings of the Board of Directors.

The purpose of the evaluation is to improve the effectiveness of the board as a whole.

Audit Committee

The Audit Committee of EXMAR NV complies with Article 526bis of the Companies Code.

The Audit Committee of EXMAR NV is composed of four members, of whom at least one is an independent director.

Composition

Ludwig Criel	Chairman (non-executive director)	2011
Baron Philippe Bodson	Independent director	2012
François Gillet	Independent director	2013
Baron Philippe Vlerick	Independent director	2011

Mr Vlerick will no longer be considered an independent director starting from the annual shareholders meeting of 17 May 2011, given that he has fulfilled three successive mandates as an independent director.

Provided that his reappointment as a director of the company is approved at the next annual shareholders meeting, Mr Vlerick will remain a member of the Audit Committee as a non-executive director.

All members of the Audit Committee are experienced in financial reporting, accountancy standards and risk on the basis of their careers and current professional activities. Because of their degrees and careers in various multinational groups all members are considered to possess the necessary expertise with regard to accounting and auditing.

Functioning of the Audit Committee

The specific responsibilities are set out in an audit charter. This audit charter is updated by the Audit Committee.

There were four meetings in 2010, each one attended by all the members, except for Mr Ludwig Criel, who was absent from one meeting (1 December 2010). The statutory auditor was present at two meetings. The internal auditors were present at two meetings. The quarterly, half-yearly and annual figures were analysed and discussed at these meetings before they were presented to the Board of Directors.

The Audit Committee furthermore looked closely at specific financial matters and recommendations to the Board of Directors. Other points on the agenda included the internal audit, valuation rules and cash flow projections.

Nomination and remuneration committee

The Nomination and remuneration committee of EXMAR NV is composed of three members, of whom at least half are independent directors.

Composition

Baron Philippe Bodson	Chairman (independent director)	2012
Ludwig Criel	Non-executive director	2011
Baron Philippe Vlerick	Independent director	2011

Mr Vlerick will no longer be considered an independent director starting from the general shareholders meeting on 17 May 2011, given that he has fulfilled three successive mandates as an independent director.

Mr. Jens Ismar was appointed to the Nomination and remuneration committee to replace Mr Vlerick by a decision of the Board of Directors on 31 March 2011.

All members of the Nomination and remuneration committee have the necessary expertise in the domain of remuneration policy based on their degrees and their careers.

Functioning of the Nomination and remuneration committee The Nomination and remuneration committee met four times during the past year. All members were present at every meeting, except for Mr Criel who was absent from the meeting on 1 December.

The meetings dealt with the remuneration policy and the share option plans. Proposals were also drawn up regarding appointment and reappointment of directors.

The committee also investigated the composition of the Board of Directors and the various committees and the independence criteria. The Nomination and remuneration committee set up an evaluation system for the Board of Directors and the committees.

The committee has taken cognisance of the law for strengthening corporate governance in listed companies and will implement this law from the financial year starting on 1 January 2011.

Executive Committee - CEO

The Board of Directors has delegated its management powers to an Executive Committee in accordance with article 524bis of the provisions of the Company Code.

As on 31 December 2010 the Executive Committee had 8 members. Mr David LIM was appointed a member of the Executive Committee at the board meeting on 1 December 2010.

Composition

Nicolas Saverys	Chief Executive Officer (CEO)
Patrick De Brabandere	Chief Operating Officer (COO)
Pierre Dincq	Managing Director Shipping
Didier Ryelandt	Chief Financial Officer (CFO)
Paul Young	Chief Marketing Officer
Marc Nuytemans	CEO Exmar Shipmanagement
Bart Lavent	Director LNG Upstream and Downstream
David Lim	Managing Director Exmar Offshore

The Executive Committee meets on a regular basis. The CEO chairs the meetings of the Executive Committee.

Functioning of the Executive Committee

The role of EXMAR's Executive Committee consists of leading EXMAR according to the values, strategies, policies, timetables and budgets set by the Board of Directors.

Within the framework of the exercise of their role, the day-to-day management is responsible for compliance with all relevant legislation and regulations.

Supervision

Secretary/compliance officer Mr Karel Stes, appointed on 1 January 2009.

External audit

The company's statutory auditors are KPMG company auditors CVBA, represented by Mr Filip De Bock and Mr Serge Cosijns. The statutory auditor conducts the external audit (of both consolidated and statutory figures) of EXMAR NV, and reports to the Board of Directors twice a year.

The statutory auditor was reappointed at the ordinary general meeting held on 19 May 2009 for a new period of three years, which will end at the general meeting in 2012.

Internal audit

The company is assisted by Ernst & Young in the exercise of its internal audit activities. These internal auditors were reappointed by the Audit Committee meeting on 31 March 2010 for a new period of three years, ending with the Audit Committee meeting in March 2013.

This reappointment was confirmed by the Board of Directors on 31 March 2010.

TRANSACTIONS BETWEEN PARTIES AND CONFLICTS OF INTEREST

Transactions between related parties

Each director and each member of the Executive Committee is encouraged to organise his personal and business interests in such a way that there is no direct or indirect conflict of interest with the Company. EXMAR is not aware of any potential conflict of interest affecting members of the Board of Directors or the Executive Committee between their duties for the Company and their private and/or other duties. The company's Corporate Governance Charter requires that every transaction between the company (or any of its subsidiaries) and any director or member of the Executive Committee must first be approved by the Board of Directors, regardless of whether such a transaction is or is not subject to the applicable statutory regulations. Such a transaction is only possible on the basis of conditions in accordance with market practices.

Conflicts of interest and directors

In accordance with Article 523 of the Belgian Companies Code, the Board of Directors is required to follow a special procedure if one or more directors potentially have a conflict of interest with one or more decisions or transactions coming under the competence of the Board of Directors.

The provisions of the Companies Code shall apply in the event of a conflict of interest.

A conflict of interest occurred within the Board of Directors during the approval of the share option plan. A full description can be found in the Board of Director's annual report.

Transactions with related companies

Article 524 of the Belgian Companies Code provides for a special procedure applicable to transactions within a group or transactions with related companies. This procedure applies to decisions and transactions between the company and related companies that are not subsidiaries of the company.

The provisions of the Companies Code shall apply in the event of transactions with related companies.

As explained in the Corporate Governance Charter, Saverbel NV, a company controlled by Nicolas Saverys CEO, provides administrative services to the EXMAR group. These services are charged at cost and are at arms' length.

REMUNERATION REPORT

General

The Remuneration Report describes EXMAR's remuneration policy as provided for in the legislation of 6 April 2010 in relation to Corporate Governance.

The remuneration policy and the individual scheme for members of the Board of Directors and members of the Executive Committee will be brought into line with the aforementioned legislation.

Description of the procedures to develop the remuneration policy as well as to determine the remuneration of individual directors and members of the Executive Committee

The nomination and remuneration committee is responsible for deciding the procedure for developing a remuneration policy. The remuneration amounts for non-executive directors were revised and approved by the shareholders meeting most recently in 2006.

The nature and the amounts of the remuneration awarded to executive directors and the members of the Executive Committee are decided by the Board of Directors on the basis of recommendations from the nomination and remuneration committee. The Board of Directors decides on the plans for granting stock options, on the basis of recommendations from the nomination and remuneration committee.

Remuneration policy

General principle

EXMAR strives for remuneration which will attract, retain and motivate the members of the Board of Directors and members of the Executive Committee and which will guarantee and promote the company's interests in the medium and longer term.

With this policy EXMAR attempts to ensure that the members of the Board of Directors and members of the Executive Committee do not act in their own interests, and do not take risks that do not fit in with the company's strategy and risk profile.

Application

Non-executive directors

The remuneration of non-executive directors consists of a fixed non performance-related annual remuneration which is linked to the director's position and positions on the various committees, in accordance with the company's remuneration policy. Non-executive directors do not receive any variable remuneration and do not benefit from additional pension plans or share-related incentives. The Nomination and remuneration committee regularly checks the remuneration of non-executive directors for compliance with market practices.

Executive directors

The mandate of executive directors who are members of the Executive Committee is remunerated according to the remuneration criteria for the Executive Committee following recommendations from the Nomination and remuneration committee.

Executive Committee

The remuneration of the members of the Executive Committee including the CEO consists of a fixed and a variable component.

The scale of the fixed remuneration for members of the Executive Committee, including the executive directors, depends on their position and the responsibilities related to their position.

The variable payment depends on the company's results, as well as on other factors such as the performance of the individual, future prospects, the market situation, exceptional contribution(s) and/or special projects. (see point 4.4)

The remuneration is determined on the basis of the remunerations of a reference group consisting of a number of comparable enterprises in the maritime industry. The Nomination and remuneration committee can, if necessary, call on an independent external consultant.

Once a year the various compensation components for the members of the Executive Committee (including the CEO) are evaluated by the Nomination and remuneration committee and tested against conditions in the market.

Remunerations

The following information concerns the remuneration policy valid up to and including 31 December 2010.

Board of Directors

The directors receive a fixed annual remuneration of EUR 50,000. Because of his role and responsibility, the chairman receives a higher annual fixed remuneration of EUR 100,000. The directors who were part of the Executive Committee have waived this remuneration. Mr Leo Cappoen has also waived this remuneration with effect from 18 May 2010.

No variable remunerations, share options, additional pension plans, loans or advance payments were granted to the non-executive and independent directors.

Audit Committee

The members of the Audit Committee receive a fixed annual remuneration of EUR 10,000. The chairman receives a remuneration of EUR 20,000.

Nomination and remuneration committee

The members of the Nomination and remuneration committee receive a fixed annual remuneration of EUR 10,000.

Executive Committee

Six members of the Executive Committee (including the CEO) have self-employed status. Except for Lara Consult BVBA, represented by Mr Bart Lavent, they have no entitlement to any form of redundancy payment in the event of termination of their appointment.

The length of the notice period for Lara Consult BVBA complies with statutory provisions.

Mr. Paul C. Young is employed with an employment agreement under United States law.

The remuneration package of the members of the Executive Committee consists of:

Basic salary

The basic salary is the key component in the remuneration package and depends on the responsibility and competencies. It serves as a yardstick for determining the short- and long-term remuneration.

Performance-related short-term remuneration

The short-term remuneration (annual bonus) rewards members of the Executive Committee for achieving performance criteria and the amount is expressed as a percentage of the fixed annual remuneration. The evaluation period is the financial year.

The variable remuneration is linked for 60% to developments in the results, where various weightings are used for the recurrent

and non-recurrent parts of the results. The remaining 40% is linked to the specific evaluation and the performance of each individual. This evaluation can result in a maximum increase of 50% in relation to the previous year.

The Board of Directors can deviate from this and decide to award a bonus to a member of the Executive Committee on the basis of other objective criteria.

If the result deviates substantially from the basis on which the variable remuneration of the members of the Executive Committee is calculated, the Board of Directors can decide to revise the variable part of the remuneration and if need be to reclaim that part.

The ratio between the fixed and variable part of the remuneration for members van the Executive Committee was as follows in 2010:

Chairman of the Executive Committee (CEO)
Basic salary	58%
Variable remuneration	42%

Other members of the Executive Committee Basic salary 68% Variable remuneration 32%

Performance-related long-term remuneration

EXMAR works towards creation of sustainable economic value by means of long-term remuneration. This ensures that the interests of the members of the Executive Committee are more in line with those of shareholders and that they remain bound to the company. The long-term remuneration consists of a share option plan for existing EXMAR shares.

The options can only be exercised after a period of 3 years. In the event that a member of the Executive Committee resigns or is dismissed for compelling reasons by EXMAR the right to exercise the options lapses.

Insurance package

The members of the Executive Committee with self-employed or employed status benefit from group insurance (type individual pension benefits for the self-employed) as well as guaranteed income insurance, accident insurance, hospitalisation insurance and travel insurance.

Other compensation components

The members of the Executive Committee receive a company car, a cell phone and meal cheques.

Information about the remuneration policy for the coming two financial years (2011-2012)

No significant changes will be made to the remuneration policy in 2011 and 2012. The Board of Directors will submit a resolution for approval to the next General Shareholders Meeting held in May 2011 in relation to a deviation from the projected spreading of the variable remuneration over longer performance periods.

Information about the remuneration per individual director on a consolidated basis

IN EUROS		Fixed remuneration	Audit Committee Remuneration	Remuneration Committee Remuneration	Total
Baron Philippe Bodson	Chairman	100,000	10,000	10,000	120,000
Nicolas Saverys	CEO	-	-	-	0
Patrick De Brabandere	COO	-	-	-	0
Leo Cappoen	non-executive Director	16,666			16,666
Ludwig Criel	non-executive Director	50,000	20,000		80,000
François Gillet	non-executive Director	50,000	10,000		60,000
Jens Ismar	non-executive Director	30,940			30,940
Philippe van Marcke de Lummen	non-executive Director	50,000			50,000
Baron Philippe Vlerick	non-executive Director	50,000	10,000		70,000
NV Saverex	non-executive Director	50,000			50,000
Marc Saverys	non-executive Director	19,161			19,161
Guy Verhofstadt	non-executive Director	30,940			30,940
Total		447,707	50,000	30,000	527,707

Overview of the remuneration of the chairman of the Executive Committee (CEO)

Year	Basic salary	Short-term remuneration	Value of share options	Insurance package*	Other benefits**	Total remunerations
2010	660,000	400,000	9,000	53,082	tba	1,182,082
2009	660,000	-	137,400	53,082	tba	850,482
2008	600,007	100,000	28,732	51,182	tba	779,921

Overview of the remuneration of the other members of the Executive Committee

IN EUROS		Year	Basic salary	Short-term remuneration	Value of share options	Insurance package*	Other benefits**	Total remunerations
Average	6	2010	2,137,123	792,500	218,500	159,079	tba	3,307,202
# persons	5.25	2009	1,503,751	-	412,200	177,415	tba	2,093,366
	6	2008	1,617,580	447,500	66,700	210,608	tba	2,342,388

* managers insurance, guaranteed income insurance, accident insurance,

hospitalisation insurance, travel insurance

** car and cell phone

No loans or advance payments were awarded to the members of the Executive Committee in 2010, other than a loan with interest granted to Mr. Paul Young, of which the outstanding amount was USD 232,287.50 on 31 December 2010.

Shares, share options and other rights in connection with shares

The members of the Executive Committee benefit from the share option plan approved by the Board of Directors on 1 December 2010. The total number of options awarded to members of the Executive Committee since 15 December 2004 is as follows:

IN EUROS	Outstanding as per 31/12/2009	Awarded in 2010	Exercised in 2010	Outstanding as per 31/12/2010
Nicolas Saverys	155,061	60,000	0	215,061
Patrick De Brabandere	112,397	40,000	0	152,397
Pierre Dincq	70,133	30,000	0	100,133
Paul Young	72,494	30,000	0	102,494
Didier Ryelandt	52,663	30,000	0	82,663
Marc Nuytemans	30,000	30,000	0	60,000
Bart Lavent	20,000	30,000	0	50,000
	512,748	250,000	0	762,748

The share options were issued in accordance with the provisions of the Law of 26 March 1999 regarding the Belgian Employment Action Plan for 1998 and laying down miscellaneous provisions, as amended by the Programme Law of 24 December 2002.

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS

General

The responsibilities of the Board of Directors include developing a framework for internal control and risk management systems and to assess the implementation of this framework, while taking into account the recommendations of the Audit Committee.

It is up to the Board of Directors to decide on the values and strategy of the company, with the assistance of the Executive Committee, which verifies and manages these systems. The EXMAR control and risk management system covers policy, identification processes, evaluation, management and follow-up of business and financial risks.

Components of the risk management and internal control systems

The control environment

The main features of the control and risk management systems can be summarised as follows:

• defining business ethics and the various objectives;
• protecting the company's assets;
• ensuring the accuracy and reliability of the accounts;
• optimising the efficiency of the various operations;
• safeguarding follow-up of policy decisions;
• guaranteeing the reliability and completeness of the information system;
• permanent monitoring of activities, operating results and financial positions;
• following up exchange risks and interest risks;
• discussing rules to prevent market abuse and compliance with the compliance officer;
• establishing the company's policies and procedures for compliance with applicable legislation and regulations.

The risk management process and control activities

The internal controls and risk management systems are constantly updated and have been designed, among other things, to uncover, eliminate and prevent errors and anomalies in the financial accounts. Although risks can never be entirely excluded, the internal control and risk management systems are meant to offer sufficient certainty that material errors and anomalies will be detected. The Board of Directors is assisted in this respect by:

The Compliance Officer

The Compliance Officer is appointed and charged with monitoring and ensuring compliance with policy regarding insider trading and market manipulation by directors and members of the Executive Committee as well as other persons who have access to inside information.

Audit Committee

The Audit Committee, set up within the Board of Directors, checks on the accuracy of the financial information published by the company. It also audits and manages the control and risk management systems set up by the Executive Committee. The committee ensures that the external audit reflects the needs of the Group and guarantees compliance with the policy on independence of external auditors.

The committee is also responsible for follow-up of questions and recommendations emanating from the external auditors. The committee is the point of contact for both the internal and the external audits.

Internal audit

The internal auditors have the following objectives:

• ensuring the effectiveness and efficiency of the operational activities, for example, compliance with restrictions on authorities;
• reliability of financial reporting, both internal and external;
• compliance with statutory provisions and regulations.

An internal audit system has been developed that examines these policies on a regular basis.

Such a system needs to be continuously managed and adjusted where an organisation operates in an environment with variable risk factors. The internal auditors need to flag up shortcomings and report these to the management, so the necessary measures can be taken. The internal auditors report to the Audit Committee, which verifies and guarantees the effectiveness and independence of the auditors. The EXMAR Group has appointed Ernst & Young as the Group's internal auditors.

External auditors

As is required by law, the external auditors verify the financial results of the company, the annual accounts and compliance with Belgian legislation.

The external auditors report directly to the Audit Committee and to the Board of Directors. They are directly in contact with the chairman of the Audit Committee and if need be the chairman of the Board of Directors.

At least twice every year they will issue a report to the Audit Committee in which they will present their findings on the financial results or any irregularities.

The external auditors are invited to attend every general meeting of shareholders, where they present their report on the annual accounts as well as any other report required by law in the case of certain transactions or under certain circumstances. The Audit Committee monitors the external auditors in the performance of their duties. They must moreover comply with Belgian company laws and the relevant Royal Decrees, the International Audit Standards, the rules of the Belgian Institute of Auditors and all other applicable laws and regulations.

Communication and fine-tuning

EXMAR operates in a dynamic environment with variable risk factors, so the internal audit process is constantly managed and fine-tuned.

Shortcomings that could impact on the achievement of the company's objectives are flagged up and reported to the Executive Committee, to ensure the right measures can be taken. The Audit Committee has important responsibilities in relation to assessing the effectiveness of the internal risk and control system, the findings of internal investigations and the findings of the Executive Committee when weaknesses are identified. The effectiveness of the control system set up by the Executive Committee is assessed at least once a year.

The Audit Committee investigates whether the necessary policy measures have been implemented to ensure that risks affecting the company are identified.

To be able to perform this responsibility correctly, the Audit Committee receives the necessary information from the Executive Committee in relation to the risks, policy measures, procedures and checks concerning the integrity of the financial reporting

The Audit Committee has a good understanding of the control system so it can make recommendations to the Board of Directors in relation to weaknesses in controls.

All important aspects and improvements are discussed and reported to the Board of Directors. Moreover the Audit Committee regularly reports to the Board of Directors.

Financial reporting

The main features of the intern control and risk management in relation to financial reporting are as follows:

• Periodic closing and the existing reporting checklist, which guarantees the following items:
• Communication of timelines
• Clear distribution and assignment of tasks and responsibilities
• The existence of financial and accounting instructions for the various accounting sections;
• An accounting team that is responsible for compiling figures (closing entries, reconciliations, etc.) while the management checks the figures for their values, based on:
• Consistency tests by means of comparisons with historical and budget figures
• Random samples of transactions depending on their material relevance
• Monthly reporting and dashboard to the Executive Committee and the Board of Directors;
• Periodic reporting to the Audit Committee on all material areas in the financial statements concerning critical accounting assessments and accounting uncertainties.

Main risks for EXMAR Group

The main risk factors for the EXMAR Group can be described as follows:

Strategic risks

Risks concerning market dynamics

The worldwide transportation of gas (either LNG or LPG) or of any other products that are carried on board the EXMAR fleet entails a certain risk, either due to the nature of the goods being transported or the potential implications of the overall political environment in foreign countries.

EXMAR's activities are situated in a worldwide context. The LPG and LNG loads are transported from and to politically unstable regions. Changing economic, legal and political circumstances in some countries, including political, civil and military conflicts from time to time result in attacks on ships, and disruption to waterways and shipping due to mines, piracy, terrorism and other activities. Terrorist acts, regional hostilities or other political instability may disrupt LPG and LNG trading patterns resulting in reduced income or increased costs. EXMAR may also be obliged to incur additional or unexpected expenses to comply with changed laws or regulations in countries where our ships are active.

Market risks

EXMAR's operating results depend on whether or not profitable time charters and journey charters can be concluded and/or renewed. Notwithstanding significant cargo coverage, EXMAR is exposed to the volatility of the markets for the transportation of LPG and ammonia as well as underlying freight tariffs. Moreover, these markets affect the value of the fleet, which is a key element supporting some of EXMAR's financings through Asset Protection clauses. As per 31 December 2010, EXMAR is in compliance with these clauses. The carrying values of our vessels may not represent their fair market value 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. While the LPG rates (mainly for VLGC's) in the recent past have not been satisfactory, the company is of the opinion that the cash flows generated from the continuing use of the fleet, calculated using internal models and assumptions, continue to support the carrying values as at the date of this report. Although management believes that these calculations provide a reliable basis for their current assessment, there are many factors that are outside the control of the company which may influence future profitability if the market conditions would deteriorate.

The company will continue to closely monitor the market evolution in the different segments in which it operates in order to assess whether a deterioration of the market conditions would impact the book value of its fleet.

Operational risks

Risks regarding operations of LPG and LNG carriers and Offshore assets

The operation of ocean-going vessels entails inherent risks. These risks include the possibility of:

• disaster at sea;
• piracy;
• environmental accidents; and
• work interruptions caused by mechanical defects, human error, war, terrorism, political actions in various countries, strikes and bad weather.

Any of these circumstances or events could result in increased costs or loss of income.

The involvement of one of our ships in an oil disaster or environmental disaster could harm our reputation as a reliable operator of LPG and LNG ships.

If our ships incur damage they must be urgently repaired. The costs of repair are unpredictable and can be very high. Costs that are not covered by an insurance policy have to be paid. The loss of income during the repair period as well as the costs of repairs themselves may result in decreased operating profits.

Increased operating expenses

Operating expenses for our ships and capital expenditure for dry docks depend on various factors such as costs of manning, provisions, deck and machinery parts, lubricants, insurance, maintenance and repairs, costs of shipyards, etc. These costs are difficult to control given that they are determined externally. Such costs have an impact on the entire shipping industry. Normally we do not bear the costs of fuel if our ships are used for a time-charter contract. Nevertheless fuel costs are significant during periods when a ship is not in use or if it is being repositioned for a time-charter contract. As a ship ages, the cost of keeping the ship in optimum sailing condition increases. These costs will increase as our fleet gets older. The bunkering costs are for the charterer's expense. Because our ships generally consume more fuel they are more expensive to operate than more modern ships featuring technological improvements. Charterers generally opt to use newer ships for that reason.

Official regulations, including environmental regulations, safety and other equipment in relation to the age of ships may result in expenses to upgrade ships or result in restrictions on the type of transportation for which a ship can be used. Because our fleet is ageing, eventually the expenses that have to be incurred to keep the fleet profitable for the rest of its lifespan may not be justifiable.

Financial risks

Counterparty risks

EXMAR receives a considerable part of its income from a limited number of clients and the loss of a client, a time charter or a ship can lead to a significant loss of income and cash flows. In the LNG segment, EXMAR is particularly dependent on the performance of its most important client,

Excelerate Energy. With the exception of one LNG vessel, the entire EXMAR LNG fleet is deployed under long-term charters with Excelerate Energy.

OPTI-EX®

In the past year, EXMAR has entered into a contract to sell a semi-submersible floating production platform (OPTI-EX®) to LLOG Covington, Louisiana.

The conditions for closing this transaction include among other things obtaining approval from the US authorities. Payment for the transaction will be spread over a period of 62 months following the installation.

The procedures for obtaining the required permits are on schedule. Delivery of the platform to LOGG remains scheduled for the middle of 2011. Delay in obtaining the permits and delivering the OPTI-EX® could have a negative impact on our cash position.

Moreover, significant losses could occur with a materially negative impact on the company's financeal position and results if LOGG were not able to fulfil its financial obligations.

Financing

As a company that uses financial leveraging to a considerable extent, EXMAR is subject to restrictions on credit agreements, such as financial covenants, audit changes and restrictions on opportunities for EXMAR and its subsidiaries to take on further debts, to create retention rights, to sell capital shares in subsidiaries, undertake certain investments, sell ships or make sales without the consent of its lenders. As of 31 December 2010 EXMAR complies with all the applicable financial conditions of its loan agreements. With a view to funding future purchases of vessels and other future projects, enhancing working capital or other capital expenditure, EXMAR may be obliged to utilise its available cash, to contract a loan or generate cash by selling debts or additional shares. The use of cash from operational activities may reduce the amount available for dividends.

Our capacity to obtain funds from financial institutions or our access to the financial markets for any future debts could be limited by adverse market conditions as a result, among other things, of general economic conditions and risks and uncertainties outside of our control.

Interest rates and exchange rates

The long-term vision that is typical of EXMAR's activities is accompanied by long-term financing and therefore also exposure to underlying rates of interest. EXMAR actively manages this exposure by means of various instruments to cover itself for rising interest rates for a significant part of its debt portfolio.

The agreements regarding interest rate hedging require that the risk over and above a predetermined limit is guaranteed by cash collateral on an escrow account with the counterparty. This cash collateral amounted to USD 39.3 million on 31 December 2010. A fall in long-term USD interest rates will require additional guarantees. EXMAR operates in USD but has to settle certain annual costs in Euros. The exposure to EUR/USD is managed by means of hedging instruments, which at the moment provide cover of approximately 20% at a fixed rate for 2011.

MARKET ABUSE

A dealing code was included in the Corporate Governance Charter (annex 3) with a view to preventing insider trading and market manipulation.

The purpose of this dealing code is to remind the directors of the company and its managers, employees and other service providers of the principal elements of the regulations on sensitive information, insider trading, and to inform them of the orders which EXMAR considers it necessary to draw up in this connection.

Every person involved must inform the Compliance Officer before carrying out any transaction relating to financial instruments of EXMAR or of any of its listed participations.

The Compliance Officer will inform that person at the time about the existence or absence of a restricted period or prohibited period.

All persons with supervisory responsibilities (members of the Board of Directors and of the Executive Committee), as well as persons connected to them, must inform the CBFA of transactions for their own account in EXMAR shares, derivatives and all financial instruments related to these.

All transactions will be supervised by the Compliance Officer.

EXMAR fi nancial report

1. Consolidated financial statements

Consolidated statement of financial position Consolidated income statement Consolidated statement of cash flows Consolidated statement of changes in equity Notes

• 1 Accounting policies
• 2 Segment reporting
• 3 Other operating income
• 4 Other operating expenses
• 5 Personnel expenses
• 6 Finance income/expenses
• 7 Income taxes
• 8 Vessels
• 9 Other property, plant and equipment
• 10 Intangible assets
• 11 Investment property
• 12 Equity accounted investees
• 13 Associated companies
• 14 Other investments
• 15 Non-current other receivables
• 16 Assets classifi ed as held for sale
• 17 Available-for-sale fi nancial assets
• 18 Trade and other receivables
• 19 Current tax assets and liabilities

Statement on the true and fair view Report of the statutory auditor

2. Statutory accounts

• 20 Deferred tax assets and liabilities
• 21 Cash and cash equivalents
• 22 Share capital and reserves
• 23 Earnings per share
• 24 Borrowings
• 25 Share based payments
• 26 Employee benefi ts defi ned benefi t plan
• 27 Provisions
• 28 Trade and other payables
• 29 Financial risks and fi nancial instruments
• 30 Operating leases
• 31 Capital commitments
• 32 Contingencies
• 33 Related parties
• 34 Group entities
• 35 Interest in joint ventures
• 36 Major exchange rates used
• 37 Fees statutory auditor
• 38 Subsequent events

1 Consolidated financial statements

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(in thousands of USD)

	Note	31/12/2010	31/12/2009
ASSETS
non-cURRent assets		1,204,497	1,804,844
Vessels	8	1,166,597	1,760,537
LPG		602,118	606,160
Operational		602,118	597,709
Under construction		0	8,451
LNG		526,100	809,080
Operational		526,100	666,450
Under construction		0	142,630
Offshore		38,379	345,297
Operational		38,379	338,037
Under construction		0	7,260
Other property, plant and equipment	9	13,866	16,636
Intangible assets	10	3,260	3,708
Investment property	11	13,599	15,105
Investments in equity accounted investees	12	4,258	5,674
Other investments	14	2,417	2,423
Financial instruments	29	0	261
Other receivables	15	500	500
cURRent assets		557,046	236,647
Assets classified as held for sale	16	298,651	0
Available-for-sale financial assets	17	43,004	2,189
Financial instruments	29	341	92
Trade and other receivables	18	80,646	67,013
Current tax assets	19	4,215	2,987
Cash and cash equivalents	21	130,189	164,366
total assets		1,761,543	2,041,491

	Note	31/12/2010	31/12/2009
EQUITY AND LIABILITIES
total eQUitY		402,622	419,843
Equity attributable to owners of the Company		402,474	419,710
Share capital		88,812	88,812
Share premium		209,902	209,902
Reserves		89,402	77,536
Profit/loss for the period		14,358	43,460
Non-controlling interest		148	133
non-cURRent liaBilities		1,164,594	1,449,795
Borrowings		1,067,279	1,370,706
Banks	24	931,652	1,086,387
Finance leases	24	128,223	139,669
Other loans	24	7,404	144,650
Employee benefits	26	2,939	3,321
Provisions	27	3,815	4,323
Financial instruments	29	90,561	71,445
cURRent liaBilities		194,327	171,853
Borrowings		91,561	76,431
Banks	24	73,320	68,503
Finance leases	24	8,241	7,928
Bank overdrafts	21/24	10,000	0
Trade and other payables	28	102,177	94,070
Current tax liability	19	589	1,352
total eQUitY and liaBilities		1,761,543	2,041,491

The notes are an integral part of these consolidated financial statements

CONSOLIDATED INCOME STATEMENT

(in thousands of USD)

	Note	01/01/2010 31/12/2010	01/01/2009 31/12/2009
CONSOLIDATED INCOME STATEMENT
Revenue		413,885	403,160
Capital gain on sale of assets	3	46,902	65
Other operating income	3	3,037	7,749
Operating income		463,824	410,974
Goods and services		-246,165	-250,730
Personnel expenses	5	-39,389	-38,784
Depreciations & amortisations	8/9/10/11	-89,487	-75,117
Provisions	27	508	521
Capital loss on disposal of assets		-7	-1
Other operating expenses	4	-1,856	-2,374
Result from operating activities		87,428	44,489
Interest income	6	1,078	5,286
Interest expenses	6	-47,138	-51,041
Other finance income	6	6,024	71,308
Other finance expenses	6	-30,058	-19,202
Result before income tax and share of result of equity accounted investees		17,334	50,840
Share of result of equity accounted investees	12	-1,135	-699
Result before income tax		16,199	50,141
Income tax expense	7	-1,825	-6,691
Result for the period		14,374	43,450
Attributable to:
Non-controlling interest		16	-10
Owners of the Company		14,358	43,460
ResUlt foR the peRiod		14,374	43,450
Basic earnings per share (in USD)	23	0.25	1.26
Diluted earnings per share (in USD)	23	0.25	1.26
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Result for the period		14,374	43,450
Other comprehensive result
Foreign currency translation differences for foreign operations		-1,807	1,095
Net change in fair value of cash flow hedges transferred to profit and loss		629	629
Net change in fair value of cash flow hedges - hedge accounting		-862	186
Net change in fair value of available-for-sale financial assets		6,022	919
Other comprehensive result for the period		3,982	2,829
Total comprehensive result for the period		18,356	46,279
Attributable to: Non-controlling interest		15	-5
Owners of the Company		18,341	46,284
total compRehensive ResUlt foR the peRiod		18,356	46,279

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of USD)

	Note	01/01/2010 31/12/2010	01/01/2009 31/12/2009
OPERATING ACTIVITIES
Result for the period		14,375	43,450
Share of result of equity accounted investees	12	1,135	699
Depreciations and amortisations	8/9/10/11	89,489	75,117
Changes in the fair value of derivative financial instruments		15,756	-66,953
Unrealised exchange gains/losses and amortisation on convertible bond	24	0	8,313
Net interest income/expenses		46,060	45,755
Income tax expense	7	1,825	6,691
Net gain on sale of assets		-46,895	-64
Dividend income	12	-48	0
Equity settled share-based payment expenses (option plan)	25	1,217	2,164
Gross cash flow from operating activities		122,914	115,172
Decrease/increase of trade and other receivables		-24,230	12,049
Increase/decrease of trade and other payables		17,394	-10,262
Increase/decrease in provisions and employee benefits		-839	-420
Cash generated from operating activities		115,239	116,539
Interest paid		-48,572	-57,394
Interest received		1,214	5,434
Income taxes paid/received		-3,811	-4,328
Net cash from operating activities		64,070	60,251
INVESTING ACTIVITIES
Acquisition of intangible assets	10	-121	-219
Acquisition of vessels and other property, plant and equipment	8/9/11	-51,368	-216,774
Proceeds from the sale of intangible assets		4	10
Proceeds from the sale of vessels and other property, plant and equipment		169	427
Acquisition of available-for-sale financial assets (*)	3	-35,172	0
Proceeds from available-for-sale financial assets - capital decrease		218	54
Proceeds from the sale of 50% shares in 3 LNG subsidiaries - net of cash (*)	3	60,026	0
Acquisition of / proceeds from the sale of subsidiaries, associates and other investments		3	-5,847
Net cash used in investing activities		-26,241	-222,349
FINANCING ACTIVITIES
Dividends paid	22	-30,691	-4,406
Dividends received	12	48	0
Capital increase		0	142,471
Acquisition of treasury shares	22	-6,103	0
Proceeds from the sale of preferential rights		0	2,538
Proceeds from new borrowings	24	32,719	205,164
Repayment of borrowings	24	-77,090	-171,548
Net cash (used in) from financing activities		-81,117	174,219
net (decRease) incRease in cash and cash eQUivalents		-43,288	12,121
RECONCILIATION OF NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS
Net cash and cash equivalents at 1 January		164,366	151,821
Net increase/decrease in cash and cash equivalents		-43,288	12,121
Exchange rate fluctuations on cash and cash equivalents		-889	424
net cash and cash eQUivalents at 31 decemBeR	21	120,189	164,366

The notes are an integral part of these consolidated financial statements The notes are an integral part of these consolidated financial statements

(*) In November 2010 EXMAR sold 50% of the shares in EXCELSIOR NV, SOLAIA INC and EXMAR EXCALIBUR SHIPPING CY LTD to Teekay LNG Partners L.P. for a total amount

of KUSD 70,341. The amount was received partly in cash KUSD 35,169 and partly in Teekay TGP shares for a value of KUSD 35,172. For further explanation see note 3.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands of USD)

	Note	Share capital	Share premium	Retained earnings
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS PER 31 DECEMBER 2009
1 January 2009		53,287	97,806	155,899
Comprehensive result for the period
Result for the period				43,460
Foreign currency translation differences	6
Net change in fair value of cash flow hedges transferred to profit and loss	6
Net change in fair value of cash flow hedges - hedge accounting	6
Net change in fair value of available-for-sale financial assets	6
Total other comprehensive result		0	0	0
Total comprehensive result for the period		0	0	43,460
Transactions with owners of the Company
Dividends paid	22			-4,406
Capital increase		35,525	112,096	-5,150
Treasury shares/preferential rights sold
Share-based payments
Total transactions with owners of the Company		35,525	112,096	-9,556
31 decemBeR 2009		88,812	209,902	189,803
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS PER 31 DECEMBER 2010
		88,812	209,902	189,803
1 January 2010
Comprehensive result for the period
Result for the period				14,358
Foreign currency translation differences	6
Net change in fair value of cash flow hedges transferred to profit and loss	6
Net change in fair value of cash flow hedges - hedge accounting	6
Net change in fair value of available-for-sale financial assets	6
Total other comprehensive result		0	0	0
Total comprehensive result for the period		0	0	14,358
Transactions with owners of the Company
Dividends paid	22			-30,691
Treasury shares acquired	22
Share-based payments	25
Total transactions with owners of the Company		0	0	-30,691
31 decemBeR 2010		88,812	209,902	173,470

The notes are an integral part of these consolidated financial statements.

Reserve for treasury shares	Translation reserve	Fair value reserve	Hedging reserve	Share-based payments reserve	Total	Non-control ling interest	Total equity
-68,669	-5,114	-20	-8,101	5,572	230,659	138	230,797
					43,460	-10	43,450
	1,091				1,091	4	1,095
			629		629		629
			186		186		186
		919			919		919
0	1,091	919	815	0	2,825	4	2,829
0	1,091	919	815	0	46,285	-6	46,279
					-4,406		-4,406
					142,471		142,471
2,538					2,538		2,538
				2,163	2,163		2,163
2,538	0	0	0	2,163	142,766	0	142,766
-66,131	-4,023	899	-7,286	7,735	419,710	133	419,843
-66,131	-4,023	899	-7,286	7,735	419,710	133	419,843
					14,358	16	14,374
	-1,806				-1,806	-1	-1,807 629
			629 -862		629 -862		-862
		6,022			6,022		6,022
0	-1,806	6,022	-233	0	3,983	-1	3,982
0	-1,806	6,022	-233	0	18,341	15	18,356
					-30,691		-30,691
-6,103					-6,103		-6,103
				1,217	1,217		1,217
-6,103	0	0	0	1,217	-35,577	0	-35,577

NOTES

1. Accounting policies

EXMAR NV ("the Company") is a company domiciled in Belgium whose shares are publicly traded. The consolidated financial statements of the Group comprise the Company, its subsi diaries, and the Group's interest in associates and jointly controlled entities (referred to as "The Group"). The Group is active in the industrial shipping business.

(A) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

A number of new standards, amendments to standards and interpretations that have been issued but are not yet effective for the year ended December 31, 2010 have not been applied in preparing these consolidated financial statements:

• IFRS 9 Financial Instruments is intended to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 deals with classification and measurement of financial assets and financial liabilities. This standard is the first phase in the replacement of IAS 39 and will become mandatory for the Group's 2013 consolidated financial statements, with retrospective application. The Group does not plan to adopt this standard early and the extent of the impact has not yet been determined.
• IAS 24 Related Party Disclosures (revised 2009) amends the definition of a related party and modifies certain related party disclosure requirements for government related entities. The amendments which become mandatory for the Group's 2011 consolidated financial statements are not expected to have a significant impact on the consolidated financial statements.
• Amendments to IFRIC 14 IAS 19 The Limit on a Defined Benefit Assets, Minimum Funding Requirements and their Interaction remove unintended consequences arising from the treatment of prepayments where there is a minimum funding requirement. These amendments result in prepayments of contributions in certain circumstances being recognised as an asset rather than an expense. The amendments which become mandatory for the Group's 2011 consolidated financial statements are not expected to have a significant impact on the consolidated financial statements.
• Improvements to IFRSs 2010 is a collection of minor improvements to existing standards. This collection, which becomes mandatory for the Group's 2011 consolidated financial statements, is not expected to have a material impact on the Group's consolidated financial statements.

The consolidated financial statements were approved and were authorised for issue by the Board of Directors on March 31, 2011.

(B) Basis of preparation

The consolidated accounts are presented in USD in accordance with the deviation granted by the "Banking, Finance and Insurance Commission" by letter of 2 July 2003, and all values are rounded to the nearest thousand. They are prepared on the historical cost basis except for the following material assets and liabilities that have been measured at fair value: derivative financial instruments, financial assets at fair value through profit and loss and available-forsale financial assets. Assets held for sale are stated at the lower of carrying amount and fair value less cost to sell.

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses. 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.

Preparing the consolidated financial statements, the Group has made estimates and assumptions for the definition of the fair value for the share options, the employee benefit plans, provisions and contingencies and the classification of new lease commitments. On a yearly basis the residual value and the economic life of the vessels is reviewed.

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 newbuildings. Historically, both charter rates and vessel values tend to be cyclical. The carrying amounts of each specific fleet are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a specific fleet may not be fully recoverable. In such instances, an impairment charge would be recognized if the estimate of the future cash flows expected to result from the use of the fleet or its eventual disposition is less than the fleet's carrying amount. In developing estimates of future cash flows, we must make assumptions about 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.

The accounting policies have been applied consistently to all periods presented in these consolidated financial statements and they have been applied consistently by Group entities, except for following changes in accounting policy:

• the application of IFRS 3 "Business Combinations" and revised IAS 27 "Consolidated and Separate Financial Statements" both effective for periods beginning on or after 1 July 2009. All business combinations are accounted for by applying the acquisition method as at the acquisition date, changes in ownership interest of a subsidiary (that do not result in loss of control) will be accounted for as an equity transaction, losses incurred by the subsidiary will be allocated between the controlling and non-controlling interests and on loss of control of a subsidiary any retained interest will be remeasured to fair value. The change in accounting policy is applied retrospectively and had no impact on the financial statements
• the application of IAS 39 'Financial Instruments' Eligible hedged amendment effective for the periods beginning on or after 1 July 2009. A portion of fair value changes or cash flow variability of a financial instrument can be designed as a hedged item. The changes have been applied retrospectively and have no material impact on the financial statements.

(C) Basis of consolidation

Subsidiaries

Subsidiaries are those entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are fully consolidated from the date that control commences until the date that control ceases. The accounting policies of the subsidiaries have been changed when necessary to align them with the policies adopted by the Group. All intra-Group balances, income and expenses, unrealised gains and losses and dividends resulting from intra-Group transactions are eliminated in full.

Loss of control

Upon the loss of control, the Group derecognises 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 recognised 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. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

Associates

Associates are those entities in which the Group has significant influence, but not 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.

Investments in associates are accounted for using the equity method

and are recognised initially at cost. The cost of the investment includes transaction costs.

The Group's investment includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group's share of the income and expenses and equity movements of equity accounted investees, from the date that significant influence commences until the date that significant influence ceases. The accounting policies of the subsidiaries have been changed when necessary to align them with the policies adopted by the Group.

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. All intra-Group balances, income and expenses, unrealised gains and losses resulting from intra-Group transactions are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extend of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extend that there is no evidence of impairment.

Jointly controlled entities

Jointly controlled entities or joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. The Group recognises its interest in the joint venture using the proportionate consolidation method. All elements of the assets and liabilities of the joint ventures, together with the income statement, are, line by line, included into the consolidated financial statements in proportion to the Group's interest, from the date that joint control commences until the date that joint control ceases. The accounting policies of the jointly controlled entities have been changed when necessary to align them with the policies adopted by the Group. The Group's share of intra-Group balances, income and expenses and unrealised gains and losses on transactions between the Group and its jointly controlled entity are eliminated.

(D) Foreign currency

Foreign currency transactions

Foreign currency transactions are converted to USD at the exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to USD at the exchange rate applicable at that date. The non-monetary assets and liabilities that are measured in terms of historical cost, are translated to USD 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 income

statement, except for differences arising on the retranslation of available-for-sale equity instruments or qualified cash flow hedges, which are recognised in other comprehensive income.

Financial statements of foreign operations

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD using the closing rate at reporting date.

The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the transaction (the average exchange rate during the relevant period is used in case the date of transaction approximates this average rate).

Foreign currency differences are recognised directly in other comprehensive income. These foreign currency differences are presented within the translation reserve. However, if the operation is a non-wholly-owned subsidiary, then the relevant portion proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit and loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit and loss.

(E) Financial instruments

Non-derivative financial assets

Loans and receivables and deposits are initially recognised on the date that they are originated. All other financial assets are recognised initially on the trade date. The Group derecognises a financial asset when the contractual rights to the cash flow from the assets expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substancially all risks and rewards of ownership are transferred.

Financial assets and liabilities are offset when and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Financial assets at fair value through profit and loss A financial asset is classified at fair value through profit and loss if it is classified as held for trading. Upon initial recognition attributable transaction costs are recognised in the income statement as incurred. Financial assets at fair value through profit and loss are measured at fair value and changes therein are recognised in the income statement.

Held-to maturity financial assets/other investments If the Group has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified as held-tomaturity. Held-to-maturity financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition held-to-maturity financial assets are measured at amortised cost, using the effective interest method, less any impairment losses.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value (normally equals transaction price) plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost, using the effective interest method, less any impairment losses.

Available-for-sale financial assets

Available-for-sale financial assets include equity securities, which are not classified as held for trading, designated at fair value through profit and loss or held to maturity. Available-for-sale financial assets are measured at fair value and changes therein, other than impairment losses, are recognised in other comprehensive income and presented within the fair value reserve. When an investment is derecognised, the cumulative gain or loss in other comprehensive income is transferred to the income statement.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of the cash flows.

Non-derivative financial liabilities

The Group initially recognises debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities are recognised initially at trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

The Group has the following non-derivative financial liabilities: loans and borrowings, bank overdrafts and trade and other payables. Such financial liabilities are recognised initially at fair value (normally equals the transaction price for trade and other payables) plus any directly attributable transaction costs for loans and borrowings. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of tax effects. When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. When treasury shares are sold, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is transferred to/from retained earnings.

Derivative financial instruments & hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures.

Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative and the combined instrument is not measured at fair value through profit and loss.

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and the hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated, and whether the actual results of each hedge are within the range of 80-125 %.

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the income statement as incurred. Subsequently they are measured at fair value. Changes in fair value are accounted for as follows:

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognised asset or liability, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income and presented in the hedging reserve in equity. The amount recognised in other comprehensive income is removed and included in the income statement in the same period as the hedged cash flows affect the income statement under the same line item as the hedged item. Any ineffective portion of changes in fair value of the derivative is recognised immediately in the income statement. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then the hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in other comprehensive income remains there until the forecast transaction affects the income statement.

(F) Intangible assets Goodwill

Goodwill arising upon the acquisition of subsidiaries is included in intangible assets.

For acquisitions on or after 1 January 2010, the Company measures goodwill at the acquisition date as: the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in the statement of comprehensive income. The consideration transferred does not include amounts related to the settlement of preexisting relationships. Such amounts are generally recognised in the statement of comprehensive income. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in the statement of comprehensive income.

For acquisitions prior to 1 January 2010, goodwill represents the excess of the cost of the acquisition over the Company's interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a bargain purchase gain was recognised immediately in the statement of comprehensive income. Transaction costs, other than those associated with the issue of debt or equity securities, that the Company incurred in connection with business combinations were capitalised as part of the cost of the acquisition.

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.

Development activities involve a plan or design for the production of new or substantially new improved products and processes. Development cost is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets (e.g. software, …) acquired by the Group that have finite useful lives are measured at cost less accumulated amortisations and accumulated impairment losses. The amortisation is recognised in the income statement, and is spread over the useful life of the relevant intangible assets following the straight-line depreciation method. The depreciation starts from the date that they are available for use. The estimated useful lives for the current and comparative periods is 5 years. Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

(G) Property, plant and equipment Owned assets

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use and capitalised borrowing costs.

Subsequent expenses associated with items of property, plant and equipment are capitalised only if a future economic advantage will result from this expenditure and its cost can be measured reliably. If a part of an item of property, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statement as incurred.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value.

The vessels are presented on a separate line in the statement of financial position given their importance.

The vessels are depreciated on a straight-line basis to their residual value over their expected economic life in the Group.

Gas vessels LPG:	30 years
Gas vessels LNG:	30 years
Accommodation platform, second hand:	10 years

Accommodation platform, newbuild;
Hull, machinery & deck outfitting	20 years
Accommodation	10 years

Dry-docking expenses are capitalised when they occur and depreciated over a period until the next dry-dock.

Other property, plant and equipment are depreciated over their estimated useful life using the straight-line depreciation method. Land is not depreciated.

The estimated depreciation percentages of the various types of assets are as follows:

Buildings:	3 %
Leased real estate:	3 %
Plant and equipment:	20 %
Furniture:	10 %
Cars:	20 %
Airplane:	10 %
IT equipment:	33 %

The method of depreciation, the residual value, and the useful life values are reviewed at each financial year-end and adjusted if appropriate.

Leased assets

Lease agreements substantially assigning all risks and rewards inherent to ownership to the Group, are classified as finance leases. Upon recognition, the leased assets measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, reduced by the accumulated depreciation and possible impairment losses. The depreciation period matches the useful life or the lease term. If there is uncertainty with respect to the transfer of ownership to the Group at the end of the contract, the asset is fully depreciated over the shorter of the lease term and its useful life.

The Group entered into long-term time charter agreements for certain LNG vessels. In respect of lease classification, it was judged that substantially all risks and rewards remain with the Group. Based on qualitative factors it was concluded that these agreements qualify for operating leases.

(H) Investment property

Investments property is measured at the historical cost less accumulated depreciation and accumulated impairment losses. The depreciation is recognised in the income statement on a straight-line basis over the estimated useful lives of the investment properties.

(I) Impairment of assets

Financial assets

A financial asset not carried at fair value through profit and loss is assessed each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in the income statement. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.

Impairment losses on available-for-sale investment securities are recognised by transferring the cumulative loss that has been recognised in other comprehensive income and presented in the fair value reserve in equity to profit and loss.

Non-financial assets

The carrying value of non-financial assets, other than deferred tax assets and inventories, are reviewed at each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.

For goodwill and intangible assets that have indefinite lives or that are not yet available for use the recoverable amount is estimated on each balance sheet date.

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").

The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. All impairment losses are recognised in the income statement.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses in prior periods are assessed at each reporting date for indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(J) 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.

(K) Employee benefits Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

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; that benefit is discounted to determine the present value. Any unrecognised past service costs and the fair value of any plan assets are deducted. This discount rate is the yield at balance sheet date on AAA credit rate bonds that have maturity dates approximating the terms of the Group's obligations. The calculation is performed by a qualified actuary using the projected unit credit method.

Actuarial gains and losses are immediately recognised in the income statement. When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognised immediately in profit or loss.

Share-based payment transactions

The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the options. The amounts recognised as an expense is adjusted to reflect the actual number of options for which the related service and non-market vesting conditions are met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at vesting date.

(L) Provisions

A provision is recognised in the balance sheet when the Group has a legal or constructive obligation as result of a past event, that can be estimated reliably and it is probable that an outflow of benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Restructuring provisions

Provisions for restructuring are recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.

Onerous contracts

A provision from onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

(M) Revenues

Goods sold and services rendered

Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date. The stage of completion is assessed by reference to surveys of work performed.

Rental income from investment property is recognised in the income statement on a straight-line basis over the term of the lease term.

Finance income consists of interests received, dividend income, gains on the disposal of available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss and exchange rate gains. Interest income is recognised in the income statement as it accrues, taking into account the effective yield on the

asset. Dividend income is recognised in the income statement on the date that the dividend is declared.

Government grants are recognised initially as deferred income at fair value when there is a reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant and are then recognised in profit and loss as other income on a systematic basis over the useful live of the asset. Grants that compensate for costs that have already been made are entered consistently in the income statement (other income) for the period in which the expenses were recognised.

(N) Expenses

Operating lease payments

Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.

Finance lease

Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed.

Finance expenses consist of interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, 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.

(O) Taxes

Income tax expense consist of current and deferred taxes. Current and deferred tax are recognised in the income statement, except when they relate to items that are recognised directly in equity.

Current tax is the expected tax payable of 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.

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 liabilities related to the results of subsidiaries that the Group will not distribute in the foreseeable future are not recognised. 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 the temporary difference can be utilised.

Deferred tax assets are reduced in value when it is no longer probable that the related tax benefits will be realised.

(P) Segment reporting

An operating segment is a compound of the Group that engages the 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 segments. 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 of a segment include the assets and liabilities that belong directly to the segment, and the assets and liabilities that can reasonably be allocated to this segment.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets other than goodwill.

All intersegment transactions are supplied on an arm's length basis.

(Q) Earnings per share

The Group presents basic and diluted earnings per share for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for treasury shares held. Diluted earnings per share is determined by adjusting the profit and loss attributable to ordinary shareholders and the weighted average of ordinary shares outstanding, adjusted for treasury shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(R) Discontinued operations

A discontinued operation is a component of the Group's business that represents a separate major line of business of geographical

area of operations that has been disposed of or is held for sale. Classification of a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative income statement is re-persented as if the operation had been discontinued from the start of the comparative period.

2. Segment reporting

(in thousands of USD)

The Group has 4 reportable segments. These segments offer different products and services and are managed separately. The LPG segment includes transportation of Liquid Petroleum Gas, ammonia and other petrochemical gases through the Midsize, VLGC and pressurised fleet. Transportation of Liquefied Natural Gas is comprised in the LNG segment. The activities in the offshore industry through the supply of services and the lease of equipment are allocated to the Offshore segment. The segment Services includes the specialised supporting services to the oil and gas industry such as

shipmanagement services, insurance brokerage and travel agency. As EXMAR is operating on a global scale, income is generated all over the world and the main assets (vessels) move continuously from one location to another over the world. A geographical spread of revenues and assets is therefor not available.

Major LNG client Excelerate Energy Llc represents 78% of the revenue of the LNG segment revenue and 21% of the EXMAR Group revenue in 2010.

SEGMENT REPORTING 2010	LPG	LNG	Offshore	Services	Elimi nations	Total
INCOME STATEMENT
Revenue third party	184,590	111,594	61,333	54,951		412,468
Revenue intra-segment	1,669	40	488	12,340	-14,537	0
Total revenue	186,259	111,634	61,821	67,291	-14,537	412,468
Revenue on property rental third party				1,417		1,417
Revenue on property rental intra-segment				165	-165	0
Total revenue on property rental	0	0	0	1,582	-165	1,417
Capital gain on sale of assets		46,891	1	10		46,902
Other operating income	507	1,927	58	545		3,037
Operating income	186,766	160,452	61,880	69,428	-14,702	463,824
Operating result before depreciation and amortisation charges (EBITDA)	53,693	120,078	1,753	4,547	0	180,071
Depreciations and amortisations	-48,179	-27,106	-12,045	-2,041		-89,371
Operating result (EBIT)	5,514	92,972	-10,292	2,506	0	90,700
Interest income/expenses (net)	-13,871	-26,765	-7,862	-374	9	-48,863
Other finance income/expenses (net)	-3,633	-11,157	-2,698	-675	-9	-18,172
Share of result of equity accounted investees			-1,176	41		-1,135
Income tax expense	-879	-20	-296	-630		-1,825
Segment result for the period	-12,869	55,030	-22,324	868	0	20,705
Unallocated overhead expenses and finance result						-6,331
ResUlt foR the peRiod						14,374
Non-controlling interest						16
Attributable to owners of the Company						14,358

SEGMENT REPORTING 2009	LPG	LNG	Offshore	Services	Elimi nations	Total
INCOME STATEMENT
Revenue third party	190,998	103,059	59,339	48,257		401,653
Revenue intra-segment	2,486	20	463	11,639	-14,608	0
Total revenue	193,484	103,079	59,802	59,896	-14,608	401,653
Revenue on property rental third party				1,507		1,507
Revenue on property rental intra-segment				173	-173	0
Total revenue on property rental	0	0	0	1,680	-173	1,507
Capital gain on sale of assets				65		65
Other operating income	252	6,501	251	704	-26	7,682
Operating income	193,736	109,580	60,053	62,345	-14,807	410,907
Operating result before depreciation and amortisation charges (EBITDA)	50,583	67,919	2,233	3,963	0	124,698
Depreciations, impairment losses/reversals	-43,373	-24,850	-4,332	-2,463		-75,018
Operating result (EBIT)	7,210	43,069	-2,099	1,500	0	49,680
Interest income/expenses (net)	-14,250	-28,738	-4,306	-444		-47,738
Other finance income/expenses (net)	10,205	36,605	5,735	-87		52,458
Share of result of equity accounted investees			-699	0		-699
Income tax expense	-5,731	-40	-169	-751		-6,691
Segment result for the period	-2,566	50,896	-1,538	218	0	47,010
Unallocated overhead expenses and finance result						-3,560
ResUlt foR the peRiod						43,450
Non-controlling interest						-10
Attributable to owners of the Company						43,460

SEGMENT REPORTING 2010 (continued)	LPG	LNG	Offshore	Services	Elimi nations	Total
STATEMENT OF FINANCIAL POSITION
ASSETS
Vessels	602,118	526,100	38,379			1,166,597
Other property, plant and equipment	6,308	161	380	6,694		13,543
Intangible assets			3,009	251		3,260
Investment property				13,599		13,599
Assets classified as held for sale			298,651			298,651
Cash and cash equivalents	8,945	46,261	9,332	12,252		76,790
TOTAL SEGMENT ASSETS	617,371	572,522	349,751	32,796	0	1,572,440
Unallocated other property plant and equipment						323
Unallocated available-for-sale financial assets						43,004
Unallocated trade and other receivables						80,646
Unallocated cash						53,399
Other unallocated assets						11,731
total assets						1,761,543
EQUITY AND LIABILITIES
Non-current borrowings	378,294	514,737	165,000	9,248		1,067,279
Current borrowings	44,255	24,269	12,000	1,037		81,561
Financial instruments	23,838	58,661	7,923	139		90,561
TOTAL SEGMENT LIABILITIES	446,387	597,667	184,923	10,424	0	1,239,401
Unallocated equity						402,622
Unallocated bank overdrafts						10,000
Unallocated trade and other payables						102,177
Unallocated other liabilities						7,343
total eQUitY and liaBilities						1,761,543
CASH FLOW STATEMENT
Cash (used in) from operating activities	40,227	28,695	-9,478	4,626		64,070
Cash (used in) from investing activities	-42,997	20,640	-3,296	-588		-26,241
Cash (used in) from financing activities	-10,792	-22,718	-12,000	1,139		-44,371
Dividends paid/received						-30,643
Acquisition on treasury shares						-6,103
	-13,562	26,617	-24,774	5,177	0	-43,288
ADDITIONAL INFORMATION
Capital expenditures	-42,997	-4,214	-3,296	-588		-51,095
Proceeds from disposals		24,854				24,854

SEGMENT REPORTING 2009 (continued)	LPG	LNG	Offshore	Services	Elimi nations	Total
STATEMENT OF FINANCIAL POSITION
ASSETS
Vessels	606,160	809,080	345,297			1,760,537
Other property, plant and equipment	6,048	278	465	9,534		16,325
Intangible assets			3,411	297		3,708
Investment property				15,105		15,105
Cash and cash equivalents	9,406	56,677	6,139	11,518		83,740
TOTAL SEGMENT ASSETS	621,614	866,035	355,312	36,454	0	1,879,415
Unallocated other property plant and equipment						311
Unallocated available-for-sale financial assets						2,189
Unallocated trade and other receivables						67,013
Unallocated cash						80,626
Other unallocated assets						11,937
total assets					0	2,041,491
EQUITY AND LIABILITIES
Non-current borrowings	402,806	782,335	177,000	8,565		1,370,706
Current borrowings	30,535	32,614	12,000	1,282		76,431
Financial instruments	20,699	45,876	4,828	42		71,445
TOTAL SEGMENT LIABILITIES	454,040	860,825	193,828	9,889	0	1,518,582
Unallocated equity						419,843
Unallocated trade and other payables						94,070
Unallocated other liabilities						8,996
total eQUitY and liaBilities						2,041,491
CASH FLOW STATEMENT
Cash (used in) from operating activities	49,648	24,452	-3,699	-10,150		60,251
Cash (used in) from investing activities	-105,181	-62,489	-47,186	-7,493		-222,349
Cash (used in) from financing activities	62,466	23,261	24,000	-966		108,731
Repayment of convertible bond						-75,115
Dividends paid						-4,406
Capital increase						142,471
Proceeds from the sale of preferential rights						2,538
	6,933	-14,776	-26,885	-18,639	0	12,121
ADDITIONAL INFORMATION
Capital expenditures	105,123	62,487	47,184	2,199		216,993
Proceeds from disposals	-66	0	0	-361		-427

3. Other operating income

(in thousands of USD)
-----------------------	--

	2010	2009
CAPITAL GAIN ON THE DISPOSAL OF ASSETS
Profit on the sale of 50% of the shares in 3 LNG subsidiaries (*)	46,885	0
Other	17	65
	46,902	65

(*) In November 2010 EXMAR sold 50% of the shares in EXCELSIOR NV, SOLAIA INC and EXMAR EXCALIBUR SHIPPING CY LTD to Teekay LNG Partners L.P. The effect on the financial position and the result on the sale is shown below:

EFFECT ON THE SALE OF 50% OF SHARES ON THE FINANCIAL POSITION	Note	NOV 2010
Vessels - cost	8	-153,643
Vessels - deprecation	8	36,085
Vessels - net book value		-117,558
Trade and other receivables		-3,187
Cash and cash equivalents		-10,315
Borrowings	24	103,130
Trade and other payables		4,474
Net assets and liabilities		-23,456
Consideration received in cash		35,169
Consideration received in available-for-sale Teekay shares		35,172
Total consideration received		70,341
Cash and cash equivalents disposed of		-10,315
Net cash inflow	statement of cash flows	60,026
RESULT ON SALE
Net assets and liabilities		-23,456
Total consideration received		70,341
Result on sale allocated to the LNG segment		46,885

	2010	2009
OTHER
Contribution of third parties in the results realised on the vessel EXCEL	1,927	5,157
Other	1,110	2,592
	3,037	7,749

4. Other operating expenses

(in thousands of USD)

	2010	2009
OTHER
Non-income based taxes	-908	-1,485
Other	-948	-889
	-1,856	-2,374

5. Personnel expenses

(in thousands of USD)

	2010	2009
PERSONNEL EXPENSES
Salaries and wages	-31,514	-29,272
Social security charges	-5,713	-5,918
Defined benefit plan	-945	-1,430
Share option plan	-1,217	-2,164
	-39,389	-38,784

	2010	2009
NUMBER OF PERSONNEL (IN FULL TIME EQUIVALENT)
Seagoing (*)	1,309	1,143
Staff	265	279
	1,574	1,422

(*) The personnel expenses for the seagoing personnel are included in the 'services and other goods'.

6. Finance income / expenses

(in thousands of USD)
	2010	2009
INTEREST INCOME AND EXPENSES
Interest income Interest income on cash and cash equivalents	1,078	5,286
	1,078	5,286
Interest expenses
Interest expenses on convertible bond	0	-5,268
Interest expenses on borrowings	-28,040	-17,686
Interest expenses on instruments	-19,098	-45,773
	-47,138	-68,727
OTHER FINANCE INCOME AND EXPENSES
Other finance income Realised exchange gains	4,090	1,223
Unrealised exchange gains	933	1,104
Change in the fair value of financial instruments:	249	67,581
Interest rate swaps	0	43,877
Foreign exchange contracts	249	13,021
Cross currency contracts	0	10,683
Other	752	1,400
	6,024	71,308
Other finance expenses
Realised exchange losses	-6,674	-13,062
Unrealised exchange losses	-4,281	-3,961
Withdrawal from the hedging reserve	-629	-629
Change in the fair value of financial instruments:	-15,376	0
Interest rate swaps	-14,375	0
Cross currency contracts	-1,001	0
Letter of credit commission fee	-384	-498
Banking fees	-2,089	-397
Other	-625	-655
	-30,058	-19,202
FINANCE INCOME/EXPENSE RECOGNISED DIRECTLY IN EQUITY
Foreign currency translation differences	-1,807	1,095
Net change in fair value of cash flow hedges transferred to profit and loss	629	629
Net change in fair value of cash flow hedges - hedge accounting	-862	186
Net change in fair value of available-for-sale financial assets	6,002	919
	3,962	2,829
Recognised in:
Fair value reserve	6,002	919
Translation reserve	-1,807	1,095
Hedging reserve	-233	815

3,962 2,829

7. Income taxes

	-1,021		-1,135
	-804		-5,556
	-1,825		-6,691
	0		0
	-1,825		-6,691
	17,334		50,840
-33.99%	-5,892	-33.99%	-17,281
	10,937		9,686
	8,968		9,072
	-445		-789
	1,003		3,419
	-36		1,929
	-804		-5,556
	-15,556		-7,171
		2010	2009

8. Vessels

(in thousands of USD)
		LPG
		Under
	Operational	construction	Total LPG
COST 2009
Balance as per 1 January 2009	783,932	15,533	799,465
Changes during the financial year
Vessel acquisition	40,880	52,930	93,810
Component acquisition (drydock)	10,496		10,496
Component disposal (drydock)	-4,893		-4,893
Transfers	60,012	-60,012	0
Change in consolidation scope			0
Balance as per 31 December 2009	890,427	8,451	898,878
COST 2010
Balance as per 1 January 2010	890,427	8,451	898,878
Changes during the financial year
Vessel acquisition		24,021	24,021
Component acquisition (drydock)	18,806		18,806
Component disposal (drydock)	-7,922		-7,922
Transfers	32,472	-32,472	0
Transfer to assets classified as held for sale (*)			0
Change in consolidation scope (**)			0
Balance as per 31 December 2010	933,783	0	933,783
DEPRECIATIONS AND IMPAIRMENT LOSSES 2009
Balance as per 1 January 2009	255,371	0	255,371
Changes during the financial year
Depreciations	42,240		42,240
Component disposal (drydock)	-4,893		-4,893
Balance as per 31 December 2009	292,718	0	292,718
DEPRECIATIONS AND IMPAIRMENT LOSSES 2010
Balance as per 1 January 2010	292,718	0	292,718
Changes during the financial year
Depreciations	46,869		46,869
Component disposal (drydock)	-7,922		-7,922
Transfer to assets classified as held for sale (*)			0
Change in consolidation scope (**)			0
Balance as per 31 December 2010	331,665	0	331,665
NET BOOK VALUE
Net book value as per 31 December 2009	597,709	8,451	606,160

(*) The offshore unit OPTI-EX was transferred to assets classified as held for sale in view of the sales agreement with LLOG Development Company LLC. The sale is subject to closing conditions which are expected to be fulfilled in 2011 in order to realise the sale.

(**) The change in consolidation scope relates to the sale of the shares in EXPEDIENT NV and EXEMPLAR NV (vessels under construction) and the sale of 50% of the shares in EXCELSIOR NV and SOLAIA INC (operational vessels); see note 3.

Net book value as per 31 December 2010 602,118 0 602,118 526,100 0 526,100 38,379 0 38,379 1,166,597

		OFFSHORE
Total LNG	Operational	Under construction	Total Offshore	Total
920,443	30,079	288,447	318,526	2,038,434
62,457	162	46,881	47,043	203,310
0			0	10,496 -4,893
0			0
0	328,068	-328,068	0
-71,124			0
911,776	358,309	7,260	365,569	2,176,223
911,776	358,309	7,260	365,569	2,176,223
0	83	3,121	3,204
4,189			0
-1,520			0
0	10,381	-10,381	0
0	-304,628		-304,628
-296,273			0
618,172	64,145	0	64,145
77,955	16,440	0	16,440	349,766
24,741	3,832		3,832
0			0
102,696	20,272	0	20,272
102,696	20,272	0	20,272
26,981	11,471		11,471
-1,520			0
0	-5,977		-5,977
-36,085			0
92,072	25,766	0	25,766
809,080	338,037	7,260	345,297	1,760,537

	2010	2009
ADDITIONAL INFORMATION
Capitalised borrowing costs during the year
LNG	0	4,289
Offshore	0	3,417
	0	7,706
Net book value of the vessels under finance lease contract (*)
LPG	70,400	76,404
LNG	60,864	63,161
	131,264	139,565
Amount of mortgage as guarantee for debts and liabilities (original deposits)
LPG	645,390	624,890
LNG	725,806	876,262
Offshore (including OPTI-EX unit classified as held for sale)	245,076	245,076
	1,616,272	1,746,228
The vessels under construction
LPG
1 LPG VCM carrier in Japan (Shinatoe Shipbuilding Cy Ltd 7056 - Fatimé) (50/50 Joint Venture Wah Kwong Newbuilding Ltd)	0	957
1 LPG VCM carrier in Japan (Yamanishi 1080 - Angela) (50/50 Joint Venture Wah Kwong Newbuilding Ltd)	0	3,738
1 LPG VCM carrier in Japan (Yamanishi 1082 - Anne) (50/50 Joint Venture Wah Kwong Newbuilding Ltd)	0	3,756
	0	8,451
LNG
1 LNG RV carrier in South-Korea (Daewoo SME 2271 - Expedient) (50/50 Joint Venture Excelerate Energy LP)	0	71,839
1 LNG RV carrier in South-Korea (Daewoo SME 2272 - Exemplar) (50/50 Joint Venture Excelerate Energy LP)	0	70,791
	0	142,630
Offshore
1 accommodation barge refurbishment in South-Africa (DCD Dorbyl - Kissama)	0	7,260
	0	7,260
	0	158,341

(*) For some of the finance lease contracts EXMAR has a purchase option. The lease agreements don't impose restrictions such as those concerning dividends, further leasing, additional debt… The finance expense related to the finance lease contracts amounts to KUSD 8,039 in 2010.

9. Other property, plant and equipment

(in thousands of USD)

SEGMENT REPORTING 2009	Land and buildings	Machinery and equipment	Furniture and movables	Other	Assets under construction	Total
COST 2009
Balance as per 1 January 2009	3,312	1,456	8,436	13,820	812	27,836
Changes during the financial year
Acquisitions		557	1,256	670	169	2,652
Disposals		-49	-1,709	-1		-1,759
Transfer from assets classified as held for sale	1,661					1,661
Transfer to investment property					-31	-31
Translation differences	109	58	161	253	34	615
Balance as per 31 December 2009	5,082	2,022	8,144	14,742	984	30,974
COST 2010
Balance as per 1 January 2010	5,082	2,022	8,144	14,742	984	30,974
Changes during the financial year
Acquisitions	64	145	754		185	1,148
Disposals		-34	-699			-733
Transfer	1,093				-1,093	0
Translation differences	-226	-118	-315	-560	-76	-1,295
Balance as per 31 December 2010	6,013	2,015	7,884	14,182	0	30,094
DEPRECIATIONS AND IMPAIRMENT LOSSES 2009
Balance as per 1 January 2009	931	1,177	4,843	5,192	0	12,143
Changes during the financial year
Depreciations	284	193	1,218	1,384		3,079
Disposals		-31	-1,364	-1		-1,396
Transfer from assets classified as held for sale	227					227
Translation differences	34	43	95	113		285
Balance as per 31 December 2009	1,476	1,382	4,792	6,688	0	14,338
DEPRECIATIONS AND IMPAIRMENT LOSSES 2010
Balance as per 1 January 2010	1,476	1,382	4,792	6,688	0	14,338
Changes during the financial year
Depreciations	231	237	1,206	1,398		3,072
Disposals			-585			-585
Translation differences	-74	-91	-187	-245		-597
Balance as per 31 December 2010	1,633	1,528	5,226	7,841	0	16,228
NET BOOK VALUE
Net book value as per 31 December 2009	3,606	640	3,352	8,054	984	16,636
Net book value as per 31 December 2010	4,380	487	2,658	6,341	0	13,866

10. Intangible assets

(in thousands of USD)
	Concessions, patents, licences	Client portfolio	Other	Total
COST 2009
Balance as per 1 January 2009	1,949	4,387	3,500	9,836
Changes during the financial year
Acquisitions	219		0	219
Translation differences	70			70
Balance as per 31 December 2009	2,238	4,387	3,500	10,125
COST 2010
Balance as per 1 January 2010	2,238	4,387	3,500	10,125
Changes during the financial year
Acquisitions	121			121
Disposals	-6			-6
Translation differences	-157			-157
Balance as per 31 December 2010	2,196	4,387	3,500	10,083
AMORTISATIONS AND IMPAIRMENTS LOSSES 2009 Balance as per 1 January 2009	1,529	4,240	0	5,769
Changes during the financial year
Depreciations	248	147	193	588
Translation differences	60			60
Balance as per 31 December 2009	1,837	4,387	193	6,417
AMORTISATIONS AND IMPAIRMENTS LOSSES 2010
Balance as per 1 January 2010	1,837	4,387	193	6,417
Changes during the financial year
Depreciations	190		350	540
Disposals	-2			-2
Translation differences	-132			-132
Balance as per 31 December 2010	1,893	4,387	543	6,823
NET BOOK VALUE
Net book value as per 31 December 2009	401	0	3,307	3,708
Net book value as per 31 December 2010	303	0	2,957	3,260

11. Investment property

(in thousands of USD)

	Investment property
COST 2009
Balance as per 1 January 2009	18,845
Changes during the financial year
Acquisitions	316
Transfer from assets under construction	31
Translation differences	572
Balance as per 31 December 2009	19,764
COST 2010
Balance as per 1 January 2010	19,764
Changes during the financial year
Translation differences	-1,222
Balance as per 31 December 2010	18,542
DEPRECIATIONS AND IMPAIRMENT LOSSES 2009
Balance as per 1 January 2009	3,958
Changes during the financial year
Depreciations	573
Translation differences	128
Balance as per 31 December 2009	4,659
DEPRECIATIONS AND IMPAIRMENT LOSSES 2010
Balance as per 1 January 2010	4,659
Changes during the financial year
Depreciations	556
Translation differences	-272
Balance as per 31 December 2010	4,943
NET BOOK VALUE
Net book value as per 31 December 2009	15,105
Net book value as per 31 December 2010	13,599
FAIR VALUE (*)
Fair value as per 31 December 2009	32,240
Fair value as per 31 December 2010	29,177

(*) The fair value is based upon a valuation made by a qualified broker.

12. Equity accounted investees

(in thousands of USD)

	Equity accounted investees
EQUITY ACCOUNTED INVESTEES
Balance as per 1 January 2009	402
Gross amount	402
Accumulated impairment losses(-)	0
Changes during the financial year
Share in the profit/loss(-)	-699
Acquisition	5,627
Translation differences	344
Balance as per 31 December 2009	5,674
Gross amount	5,674
Accumulated impairment losses(-)	0
Changes during the financial year
Share in the profit/loss(-)	-1,135
Share in dividend	-48
Translation differences	-233
Balance as per 31 December 2010	4,258
Gross amount	4,258
Accumulated impairment losses(-)	0

13. Associated companies

(in thousands of USD)

		Share
	Country	2010	2009
SHARE IN EQUITY ACCOUNTED INVESTEES
Marpos nv	Belgium	45 %	45%
Bexco nv	Belgium	27 %	27%

	Assets	Liabilities	Equity	Revenue	Profit / Loss(-)
FINANCIAL INFORMATION - 100 %
2010
Marpos nv	1,381	559	822	1,538	92
Bexco nv	22,197	7,593	14,604	17,017	-4,420
	23,578	8,152	15,426	18,555	-4,328
2009
Marpos nv	1,283	381	902	1,439	-21
Bexco nv	31,483	11,693	19,790	17,045	-2,591
	32,766	12,074	20,692	18,484	-2,612

14. Other investments

(in thousands of USD)

	Other investments	Other loans	Total
OTHER INVESTMENTS
Balance as per 1 January 2009	1,040	1,258	2,298
Gross amount	1,280	1,258	2,538
Accumulated impairment losses(-)	-240	0	-240
Changes during the financial year
Investments		124	124
Translation differences	1		1
Balance as per 31 December 2009	1,041	1,382	2,423
Gross amount	1,281	1,382	2,663
Accumulated impairment losses(-)	-240	0	-240
Changes during the financial year
Investments		1	1
Disposals	-5		-5
Translation differences	-2		-2
Balance as per 31 December 2010	1,034	1,383	2,417
Gross amount	1,272	1,383	2,655
Accumulated impairment losses(-)	-238	0	-238

15. Non-current other receivables

(in thousands of USD)

	2010	2009
NON-CURRENT OTHER RECEIVABLES
Non-current receivable on joint venture partner	500	500
	500	500

16. Assets classified as held for sale

(in thousands of USD)

	2010	2009
COST
Balance as per 1 January	0	1,661
Changes during the financial year
Transfer from vessels	304,628
Transfer to other property, plant and equipment		-1,661
Balance as per 31 December	304,628	0
DEPRECIATIONS AND IMPAIRMENT LOSSES
Balance as per 1 January	0	227
Changes during the financial year
Transfer from vessels	5,977	0
Transfer to other property, plant and equipment		-227
Balance as per 31 December	5,977	0
NET BOOK VAUE
Net book value as per 31 December	298,651	0
FAIR VALUE
Fair value as per 31 December	348,277	0

The assets classified as held for sale represent the net book value of the OPTI-EX offshore unit. The OPTI-EX is transferred to assets classified as held for sale in view of the sales agreement with LLOG Development Company LLC in 2010, which is subject to conditions to be fulfilled in 2011. The fair value of the OPTI-EX is calculated based on the discounted cash flows to be received based on the sales agreement.

17. Available-for-sale financial assets

(in thousands of USD)

	2010	2009
SHARES AVAILABLE FOR SALE
Quoted shares (*)	43,004	2,189
Unquoted shares	0	0
	43,004	2,189

(*) EXMAR sold 50% of the shares in EXCELSIOR NV, SOLAIA INC and EXMAR EXCALIBUR SHIPPING CY LTD to Teekay LNG Partners L.P. The sale was partly settled in Teekay TGP shares for a value of KUSD 35,172 being 33,41 USD per share. See note 3 for further explanation on the sales transaction. The Teekay TGP shares are measured at fair value at year-end based on a rate of 37,99 USD per share.

18. Trade and other receivables

(in thousands of USD)

	2010	2009
TRADE AND OTHER RECEIVABLES
Trade receivables	51,804	39,239
Cash guarantees	926	883
Other receivables	10,349	6,463
Deferred charges (*)	14,050	16,770
Accrued income (*)	3,517	3,658
	80,646	67,013
Of which financial assets (note 29)	60,554	44,628

(*) 'Deferred charges' comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances, commissions, bunkers, ... 'Accrued income' comprises uninvoiced revenue related to the current accounting period, e.g. interests, ...

The Group's exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in note 29.

19. Current tax assets and liabilities

(in thousands of USD)

	2010	2009
CURRENT TAX ASSETS AND LIABILITIES
Current tax assets	4,215	2,987
Current tax liabilities	589	1,352

20. Deferred tax assets and liabilities

(in thousands of USD)

	Assets	Liabilities	Assets	Liabilities
	31 December 2010		31 December 2009
DEFERRED TAX ASSETS AND LIABILITIES IN DETAIL
Property, plant and equipment	649		654
Intangible assets	6		10
Provisions	1,597		1,548
Employee benefits	3,000		2,718
Other	132		105
Investments in subsidiaries		-380		-501
Tax assets / liabilities (-)	5,384	-380	5,035	-501
Set off of tax assets / liabilities	-380	380	-501	501
Tax assets not recognised (*)	-5,004	0	-4,534	0
Net tax asset / liability (-)	0	0	0	0
DEFERRED TAX ASSETS AND LIABILITIES NOT RECOGNISED
Deductible temporary differences (33,99 %)	5,004		4,534
Unused tax losses and investment tax credits (**)	124,174		128,427
	129,178	0	132,961	0
Set off of tax assets / liabilities	0		0
Net deferred tax assets / liabilities not recognised (*)	129,178	0	132,961	0

(*) These deferred tax assets have not been recognised because no taxable profits are to be expected in the coming years.

(**) The unused tax losses and the main part of the tax credits do not expire in time.

21. Cash and cash equivalents

(in thousands of USD)

	2010	2009
CASH AND CASH EQUIVALENTS
Bank	44,782	70,614
Cash in hand	205	289
Short-term deposits (*)	85,202	93,463
	130,189	164,366
Less:
Bank overdrafts	-10,000	0
Net cash and cash equivalents	120,189	164,366

(*) Includes reserved cash related to credit facilities and financial instrument agreements for an amount of KUSD 68,110 for 2010 (KUSD 61,618 for 2009).

22. Share capital and reserves

SHARE CAPITAL AND SHARE PREMIUM

	2010	2009
NUMBER OF ORDINARY SHARES
Issued shares as per 1 January	59,500,000	35,700,000
Capital increase		23,800,000
Issued shares as per 31 December - paid in full	59,500,000	59,500,000

The issued shares do not mention a nominal value. The holders of ordinary shares are entitled to dividends and are entitled to one vote per share during the general shareholders' meetings of the Company.

DIVIDENDS

In October 2010 the Board of Directors approved the payment of the following interim dividend, which was recognised as a distribution to owners of the Company in 2010. The proposed dividend for 2009 of 0,1 EUR per share has been approved by the general shareholders' meeting in May 2010 and was recognised as a distribution to owners of the Company during 2010.

	2010	2009
DIVIDEND PAID
Gross interim dividend/share (in EUR)	0.30	0.00
Rate used:	1.3711	0.00
Interim dividend payment (in thousands of USD)	23,103	0
Dividend payment (in thousands of USD)	7,588	4,406
Total distribution to owners of the Company (in thousands of USD)	30,691	4,406

After the balance sheet date the Board of Directors made the following dividend proposal for 2010. The proposal for dividend has not yet been approved by the general shareholders' meeting, and has not been processed in the statement of financial position.

	2010	2009
PROPOSED DIVIDEND
Gross dividend/share (in EUR)	0.10	0.10
Rate used:	1.3362	1.4406
Proposed dividend payment (in thousands of USD)	7,950	8,572

TREASURY SHARES

The reserve for treasury shares comprises the cost of the Company's shares held by the Group. In 2010 EXMAR bought 822,339 treasury shares for an amount of KUSD 6,103.

2010	2009
3,332,642	2,510,303
72,234	66,131
15,3537	18,5172

TRANSLATION RESERVE

FAIR VALUE RESERVE

The fair value reserve includes the cumulative net change in the fair value of available-for-sale financial assets until derecognition.

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign

HEDGING RESERVE

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments

23. Earnings per share

	2010	2009
BASIC EARNINGS PER SHARE
Result for the period (in USD)	14,357,599	43,460,314
Issued ordinary shares as per 31 December	59,500,000	59,500,000
Capital increase		-22,365,479
Effect of treasury shares	-2,830,568	-2,510,303
Weighted average number of ordinary shares as per 31 December	56,669,432	34,624,218
Basic earnings per share in USD	0.25	1.26
DILUTED EARNINGS PER SHARE
Result for the period (in USD)	14,357,599	43,460,314
Weighted average number of ordinary shares as per 31 December	56,669,432	34,624,218
Average closing rate of one ordinary share during the year (in EUR) (a)	5.57	7.07
Average exercise price for shares under option during the year (in EUR) (b)		7.04
Number of shares under option (c)		156,068
Number of shares that would have been issued at average market price: (c*b) / a	0	-155,406
Weighted average number of ordinary shares during the year including options	56,669,432	34,624,880
Diluted earnings per share (in USD) (*)	0.25	1.26

(*) Option plans 1 - 6 are anti-dilutive as per 31 December 2010 and they are not included in the calculation of the diluted earnings per share.

operations and financial statements not reporting in USD as functional currency.

related to the hedged transactions that have not yet occurred.

24. Borrowings

(in thousands of USD)

	Finance lease			Convertible
	debts	Bank loans	Other loans	loan	Total
BORROWINGS AS PER 31 DECEMBER 2010
As of 1 January 2010	147,597	1,154,890	144,650	0	1,447,137
New loans		23,013	9,706		32,719
Scheduled repayments	-7,910	-69,180			-77,090
Change in consolidation scope (*)		-103,130	-146,872		-250,002
Translation differences	-3,223	-621	-80		-3,924
As of 31 December 2010	136,464	1,004,972	7,404	0	1,148,840
More than 5 years	57,589	366,830			424,419
Between 1 and 5 years	70,634	564,822	7,404		642,860
More than 1 year	128,223	931,652	7,404	0	1,067,279
Less than 1 year	8,241	73,320			81,561
As of 31 December 2010	136,464	1,004,972	7,404	0	1,148,840
LPG	65,575	356,974			422,549
LNG	70,043	463,836	5,127		539,006
Offshore		177,000			177,000
Services	846	7,162	2,277		10,285
As of 31 December 2010	136,464	1,004,972	7,404	0	1,148,840
BORROWINGS AS PER 31 DECEMBER 2009
As of 1 January 2009	147,276	1,033,481	221,755	66,802	1,469,314
New loans		173,525	31,757		205,282
Amortisation				2,784	2,784
Scheduled repayments	-7,493	-52,417	-36,524		-96,434
Early repayments				-75,115	-75,115
Change in consolidation scope			-72,338		-72,338
Translation differences	7,814	301		5,529	13,644
As of 31 December 2009	147,597	1,154,890	144,650	0	1,447,137
More than 5 years	104,254	406,259	144,650		655,163
Between 1 and 5 years	35,415	680,128			715,543
More than 1 year	139,669	1,086,387	144,650	0	1,370,706
Less than 1 year	7,928	68,503			76,431
As of 31 December 2009	147,597	1,154,890	144,650	0	1,447,137
LPG	71,285	362,056			433,341
LNG	75,268	595,175	144,506		814,949
Offshore		189,000			189,000
Services	1,044	8,659	144		9,847
As of 31 December 2009	147,597	1,154,890	144,650	0	1,447,137

	2010	2009
CURRENT BORROWINGS
Current portion of long-term loans	81,561	76,431
Bank overdrafts and credit lines used	10,000	0
	91,561	76,431

(*) The change in consolidation scope relates to the sale of the shares in EXPEDIENT NV and EXEMPLAR NV and the sale of 50% of the shares in EXCELSIOR NV and SOLAIA INC (see note 3 for further explanation).

		2010			2009
SEGMENT REPORTING 2009	Minimum lease payments	Interest payments	Principal	Minimum lease payments	Interest payments	Principal
FINANCE LEASE OBLIGATIONS
More than 5 years	82,950	25,331	57,619	133,767	29,537	104,230
Between 1 and 5 years	94,906	24,302	70,604	63,254	27,816	35,438
Less than 1 year	15,957	7,716	8,241	16,083	8,154	7,929
	193,813	57,349	136,464	213,104	65,507	147,597

Information in connection with guarantees and securities given on above mentioned borrowings (see note 8).

	2010	2009
UNUSED CREDIT FACILITIES
Unused credit facilities	36,686	45,115
Unused credit revolver facilities	0	12,140
	36,686	57,255

25. Share based payments

(in thousands of USD)

The Group established a share option plan program that entitles the participants to register for a number of shares.

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. Expectations of early exercise are also incorporated into the binomial lattice model.

GRANT DATE FAIR VALUE OF SHARE	Option plan 6	Option plan 5	Option plan 4	Option plan 3	Option plan 2	Option plan 1
OPTIONS AND ASSUMPTIONS AT INCEPTION
Number of options granted (*)	555,400	336,329	241,870	433,966	334,849	156,068
Fair value at grant date (in EUR)	2.29	1.63	5.64	7.38	5.25	2.50
Share price (in EUR)	5.75	7.85	16.80	23.84	18.47	9.24
Exercise price at inception (in EUR) (*)	5.57	6.8	16.81	18.33	12.33	7.04
Expected volatility (**)	38.16%	30.43%	25.78%	31.10%	24.50%	24.21%
Option life at inception (***)	8 years	8 years	8 years	8 years	8 years	8 years
Expected dividends	0.49 eur/year	0.43 eur/year	0.50 eur/year	0.66 eur/year	0.66 eur/year	0.19 eur/year
Risk-free interest rate	3.22%	3.75%	4.29%	3.85%	3.90%	3.27%

(*) The number of options granted and the exercise price for option plan 1 - 5 have been adjusted due to the dilutive effect of the capital increase (adjustment ratio of 0.794) of November 2009. The number of options granted and the exercise price mentioned above reflect the adjusted amounts.

(**) The expected volatility is based on the historical volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future volatility d ue to publicly available information.

(***) The Board of Directors of 23th March 2009 decided to extend the exercise period for option plans 1 - 4 by 5 years, in virtue of the decision by the Belgian Government to extend the Act of 26 March 1999 regarding stock options. At modification date additional fair value calculations were made based on the remaining and extented life time of the options.

	2010	2009
ROLL FORWARD OF NUMBER OF OPTIONS OUTSTANDING
Options outstanding at the beginning of the period	1,522,282	955,425
Changes during the period
Options granted	555,400	267,125
Change due to capital increase	0	316,732
Options forfeited	-19,200	-17,000
Options outstanding at the end of the period (*)	2,058,482	1,522,282

(*) 924,883 of the 2,058,482 options outstanding are exercisable as per 31 December 2010.

	2010	2009
SHARE OPTIONS
Total number of share options granted	2,058,482	1,522,282
Included in personnel expenses (including costs for extension of the exercise period) option plan 1	0	68
option plan 2	0	136
option plan 3	0	1,250
option plan 4	470	508
option plan 5	184	202
option plan 6	563	0
	1,217	2,164

26. Employee benefits - defined benefit plan

(in thousands of USD)

LIABILITY FOR DEFINED BENEFIT PLAN AND SIMULAR 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 1 January 2008 are provided under a defined benefit plan. For the management staff employed as from 1 January 2008, the management staff promoted to management as from 1 January 2008 and the management staff who reached the age of 60, the pension benefits

are provided under a defined contribution plan. The actuarial profits and losses related to the closed defined benefit plan pension obligations are immediately recognised in the income statement. For the defined contribution plan, the contributions are recognised in the income statement (2010: KUSD 386 and 2009: KUSD 367) and no liability is recorded.

EMPLOYEE BENEFITS

	2010	2009	2008	2007	2006
EMPLOYEE BENEFITS
Present value of funded obligations	-12,321	-13,157	-12,098	-11,852	-11,400
Fair value of the defined plan assets	9,382	9,836	8,903	8,568	7,253
Present value of net obligations	-2,939	-3,321	-3,195	-3,284	-4,147
Total employee benefits	-2,939	-3,321	-3,195	-3,284	-4,147

DEFINED BENEFIT PLAN

CHANGES IN LIABILITY DURING THE PERIOD Liability as per 1 January 13,157 12,098 Distributions -1,349 -1,217 Interest cost 637 750 Current service cost 746 799 DBO gain/loss 86 280 Translation differences -956 447 Liability as per 31 December 12,321 13,157 CHANGES OF FAIR VALUE OF PLAN ASSETS Plan assets as per 1 January 9,836 8,903 Contributions 1,261 1,512 Distributions -1,349 -1,121 Return on plan assets 346 209 Translation differences -712 333 Plan assets as per 31 December (*) 9,382 9,836 EXPENSE RECOGNISED IN THE INCOME STATEMENT Current service expenses -742 -799 Interest obligation -637 -750 Expected return on defined benefit plan 409 399 Recognition of actuarial gains and losses -150 -470 Employee contributions 175 190 Total pension cost recognised in the income statement (see note 5) -945 -1,430 MOST SIGNIFICANT ASSUMPTIONS, EXPRESSED IN WEIGHTED AVERAGES Discount rate at 31 December 2.10% 5.25% Expected return on assets at 31 December 4.00% 4.25% Future salary increases (including inflation) (salary scales) (salary scales) Mortality tables Belgian (MR/FR) Belgian (MR/FR) Inflation 2% 2% EXPECTED NEXT YEAR CONTRIBUTIONS Best estimate of contributions expected to be paid during next year 1,125 1,409 DETAIL PLAN ASSETS INVESTMENTS Bonds 60% 60% Equity instruments 8% 8% Loans 14% 17% Property investments 6% 6% Cash 12% 9%	2010	2009

(*) The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR.

27. Provisions

(in thousands of USD)
	Claims	Total
PROVISIONS
Long-term provisions	4,845	4,845
Short-term provisions	0	0
As per 1 January 2009	4,845	4,845
Reversal of unused provisions	-522	-522
As per 31 December 2009	4,323	4,323
Long-term provisions	4,323	4,323
Short-term provisions	0	0
As per 1 January 2010	4,323	4,323
Reversal of unused provisions (*)	-508	-508
As per 31 December 2010	3,815	3,815
Long-term provisions	3,815	3,815
Short-term provisions	0	0
As per 31 December 2010	3,815	3,815

(*) Due to the partial demerger from CMB, EXMAR provided for 39% of the PSA claim against CMB. In 2010 the provision was reduced with KUSD 508 as a result of reduced risk (2009: KUSD 522). The amount and timing of possible outflows related to this provision are uncertain.

28. Trade and other payables (in thousands of USD)

	2010	2009
TRADE AND OTHER PAYABLES
Trade payables	53,705	44,725
Other payables	11,698	8,336
Accrued expenses (*)	9,100	9,710
Deferred income (*)	27,674	31,299
	102,177	94,070
Of which financial liabilities (note 29)	64,744	51,647

(*) 'Accrued charges' comprise expenses not invoiced yet, but to be allocated to the current accounting year, e.g. commissions, port expenses, interests, ... 'Deferred income' comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire, ...

29. Financial risks and financial instruments

(in thousands of USD)

During the normal course of its business, EXMAR is exposed to market and financial risks as described in more detail in the report of the Board of Directors. EXMAR is exposed to credit, interest, market and currency risks and in order to hedge this exposure, EXMAR uses various financial instruments such as bunkerhedges, exchange rate and interest rate hedges. 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, is recognised in other comprehensive income. Any ineffective portion of changes in fair value and changes in fair value of financial instuments not qualifying for hedge accounting are recognised immediately in profit or loss.

FINANCIAL INSTRUMENTS

	2010	2009
ASSETS
Non-current
Interest rate swaps	0	261
	0	261
Current
Foreign exchange contracts	341	92
	341	92
Total assets	341	353
LIABILITIES
Non-current
Interest rate swaps	72,341	57,366
Cross currency interest rate contract	18,220	14,079
	90,561	71,445
Total liabilities	90,561	71,445

CREDIT RISK

Credit risk policy

Creditworthiness controls are carried out if deemed necessary. At year-end no significant creditworthiness problems were noted.

Exposure to risk

	2010	2009
CARRYING AMOUNTS OF FINANCIAL ASSETS
Available-for-sale financial assets	43,004	2,189
Held-to-maturity investments	2,417	2,423
Financial instruments	341	353
Trade and other receivables	60,554	44,628
Cash and cash equivalents	130,189	164,366
	236,505	213,959

The carrying amounts of the financial assets represent the maximum credit exposure.

Impairment losses

As past due outstanding receivable balances are immaterial, no aging analysis is made. No impairment losses have occured and at reporting date, no allowance for impairment has been recorded.

INTEREST RISK

Interest risk policy

Most of EXMAR's time-charter income is based on a fixed rate component calculation, while the interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk, the Group uses a variety of interest hedging instruments available on the market (i.a. IRS,CAPS, floors and collars).

The Group uses 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 income statement.

	2010	2009
INTEREST RATES SWAPS
Nominal amount of interest rate swaps	509,561	516,648
Net fair value of interest rate swaps	-90,561	-71,184
Maximum maturity date	2024	2024

Exposure to risk

	2010	2009
EXPOSURE TO INTEREST RATE RISK
Total borrowings	1,148,840	1,447,137
with fixed interest rate	-226,938	-287,934
with variable interest rate: gross exposure	921,902	1,159,203
Neutralised through time-charter contract (*)	-164,955	-164,955
Neutralised through capitalised interest expense (**)	-5,705	-144,650
Interest rate swaps (nominal amount)	-509,561	-516,648
Net exposure	241,681	332,950

(*) The time-charter income calculation takes into account changes in interest rates (back-to-back) and therefore neutralises changes in interest expenses.

(**) Change in interest rate does not affect the income statement as the interest expense is capitalised for vessels under construction.

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 constant):

	2010		2009
SEGMENT REPORTING 2009	+ 50 bp - 50 bp		+ 50 bp	- 50 bp
SENSITIVITY ANALYSIS
Interest-bearing loans (variable interest rate)	-4,601	4,601	-5,796	5,796
Time-charter contract	825	-825	825	-825
Capitalised interest	29	-29	723	-723
Interest rate swaps	8,119	-10,881	9,103	-5,010
Sensitivity (net)	4,372	-7,134	4,855	-762

CURRENCY RISK

Currency risk policy

The Group's currency risk is mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel-related expenses. In order to monitor the EUR currency risk, the Group uses a varied range of foreign currency rate hedging instruments.

As per 31 December 2010, the net fair value of the currency hedging contracts amounted to KUSD 341 (2009: KUSD 92).

Exposure to risk

Exposure to currency risk, based on notional amounts in thousands of foreign currency:

	2010			2009
SEGMENT REPORTING 2009	EUR	GBP	JPY	EUR	GBP	JPY
Receivables	15,176	360		13,587	289	497
Payables	-17,043	-502	-15,057	-23,133	-128	-15,188
Interest-bearing loans	-6,774			-7,465
Balance sheet exposure	-8,641	-142	-15,057	-17,011	161	-14,691
In thousands of USD	-11,546	-220	-185	-24,506	261	-159

Sensitivity analysis

An increase in the year-end USD/EUR rate of 10% at 31 December would effect the income statement with KUSD -1,154 in 2010 (KUSD -2,451 for 2009), excluding the effect on forward exchange contracts.

A 10% decrease of the USD/EUR rate would impact the income 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.

Maturity analysis of financial liabilities

The following are the contractual maturities of financial liabilities, including estimated interest payments:

			Contractual cash flows
MATURITY OF FINANCIAL LIABILITIES	Currency	Carrying amount	total	0-12 mths	1-2 years	2-5 years	5-10 years	> 10 years
AS PER 31 DECEMBER 2010
Non-derivative financial liabilities:
Finance lease debts	USD	65,574	78,326	9,452	9,368	59,506
Finance lease debts	GBP	70,044	113,497	6,305	6,305	18,916	31,527	50,444
Finance lease debts	EUR	846	1,182	227	229	660	66
Bank loans (*)	USD	997,809	1,081,455	88,682	225,877	376,343	290,089	100,464
Bank loans	EUR	7,163	7,701	1,031	1,012	2,917	2,741
Other loans	USD	7,404	7,491	7,491
Trade and other payables	USD	45,978	45,978	45,978
Trade and other payables	EUR	18,766	18,766	18,766
		1,213,584	1,354,396	177,932	242,791	458,342	324,423	150,908
Financial instruments (net):
Interest rate swaps	USD	72,341	168,873	18,999	18,936	50,715	64,716	15,507
Cross currency interest rate contract	USD	18,220	16,895	3,780	3,200	5,551	2,850	1,514
		90,561	185,768	22,779	22,136	56,266	67,566	17,021
AS PER 31 DECEMBER 2009
Non-derivative financial liabilities:
Finance lease debts	USD	71,285	87,887	9,562	9,452	27,725	41,148
Finance lease debts	GBP	75,268	119,802	6,305	6,305	18,916	31,527	56,749
Finance lease debts	EUR	1,044	1,479	240	235	711	293
Bank loans (*)	USD	1,146,231	1,256,320	86,424	248,143	484,214	230,780	206,759
Bank loans	EUR	8,659	9,284	1,102	1,083	3,147	3,952
Other loans	USD	144,650	145,372	145,372

Trade and other payables	EUR	22,269	22,269	22,269
		1,498,784	1,671,791	300,652	265,218	534,713	307,700	263,508
Financial instruments (net):
Interest rate swaps	USD	53,053	25,430	14,181	9,479	2,460	362	-1,052
Cross currency interest rate contract	USD	18,131	13,929	3,757	2,870	3,922	2,129	1,251
		71,184	39,359	17,938	12,349	6,382	2,491	199

Trade and other payables USD 29,378 29,378 29,378

(*) Bank loans include a revolver credit facility for which the cash flows are included, based on the amount withdrawn at year-end. The cash flows will differ from those included in this scheme in case of additional withdrawals/repayments in the future.

FAIR VALUES

Fair values versus carrying amounts

		2010		2009
SEGMENT REPORTING 2009	Fair value hierarchy(*)	Carrying amount Fair value		Carrying amount	Fair value
CARRYING VALUES VERSUS FAIR VALUES
Available-for-sale financial assets	1	43,004	43,004	2,189	2,189
Financial instruments assets	2	341	341	353	353
Trade and other receivables		60,554	60,554	44,628	44,628
Cash and cash equivalents		130,189	130,189	164,366	164,366
Interest-bearing loans		-1,148,840	-1,280,846	-1,447,137	-1,552,923
Trade and other payables		-64,744	-64,744	-51,647	-51,647
Financial instruments liabilities	2	-90,561	-90,561	-71,445	-71,445
Bank overdrafts		-10,000	-10,000	0	0
		-1,080,057	-1,212,063	-1,358,693	-1,464,479

Basis for determining fair values:
Available-for-sale financial assets:	quoted closing bid price at reporting date
Financial instruments and derivatives:	present value of future cash flows, discounted at the market rate of interest at reporting date
Loans and receivables:	present value of future cash flows, discounted at the market rate of interest at reporting date
Other interest-bearing borrowings:	present value of future principal and interest cash flows, discounted at the market rate of interest at reporting date

CAPITAL MANAGEMENT

The board's policy is to maintain a strong capital base as to maintain investor, creditor and market confidence and to sustain future development of the business. The balance between a higher return that might be possible with higher levels of borrowings and the

advantages and security afforded by a sound capital position is monitored on a continuing basis. The board monitors the return on capital and the level of dividends to ordinary shareholders.

^(*) 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 assets and liabilities, either directly or indirectly, level 3 being inputs for the asset or liability that are not based on observable market data.

30. Operating leases

(in thousands of USD)

Lease obligations

EXMAR leases a number of its vessels using operating lease agreements. The agreements don't impose restrictions such as additional debt and further leasing. The expense for 2010 relating to the operational leases amounts to KUSD 27,361 and no payments for non-cancellable subleases were received. The future minimum lease payments are as follows:

	2010	2009
OPERATING LEASE OBLIGATIONS
Less than 1 year	29,331	28,043
Between 1 and 5 years	62,116	59,258
More than 5 years	86,087	100,071
	177,534	187,372

The average duration of the lease agreements amounts to 6 years. The Group has for some of the leased vessels purchase options,

some contracts foresee a possible extension at the end of the lease agreement.

Lease rights

EXMAR lets a number of its vessels using operating lease agreements. The income in 2010 relating to operating leases amounts to KUSD 240,744. The future minimum rental receipts are as follows:

	2010	2009
OPERATING LEASE RIGHTS
Less than 1 year	206,068	240,882
Between 1 and 5 years	530,045	592,029
More than 5 years	966,314	1,240,050
	1,702,427	2,072,961

The average duration of the lease agreements amounts to 6 years. The Group has granted for some of these vessels purchase options, some contracts foresee a possible extension at the end of the lease agreement.

31. Capital commitments

(in thousands of USD)

	2010	2009
CAPITAL COMMITMENTS
Capital commitments for subsidiaries	0	850
Capital commitments for joint ventures	0	22,061
	0	22,911

32. Contingencies

Several of the Group's companies are involved in a number of minor legal disputes arising from their daily management. The directors do

33. Related parties

(in EUR)

IDENTITY OF RELATED PARTIES

The Company has a related party relationship with its subsidiaries and joint ventures (note 35) and with its directors and executive officers.

TRANSACTIONS WITH MAJORITY SHAREHOLDERS

Saverbel NV, controlled by Mr. Nicolas Saverys (CEO of EXMAR) charged EUR 323,959 to the Group (2009: EUR 301,997) for

PARENT COMPANY

Saverex NV, the major shareholder of EXMAR nv produces financial statements available in Belgium.

TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

Board of Directors

	2010	2009
BOARD OF DIRECTORS (IN EUR)
Chairman	100,000	100,000
Other members	50,000	50,000
Total paid (*)	447,707	425,000

Audit Committee

	2010	2009
AUDIT COMMITTEE (IN EUR)
Chairman	20,000	20,000
Other members	10,000	10,000
Total paid	50,000	40,000

Nomination and remuneration committee

NOMINATION AND REMUNERATION COMMITTEE (IN EUR)		2010	2009
	Members	10,000	10,000
Total paid 30,000			30,000

(*) 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 directors who are member of the executive committee and were paid accordingly, have foregone the director's payment. No share options, loans or advances were granted to them, except for the executive directors (in their capacity of members of the executive committee) who were beneficiaires of the share option plan.

services provided during 2010. All services are supplied on an arm's lenght basis.

not expect the outcome of these procedures to have any material effect on the Group's financial position.

Executive committee

The remuneration of the members of the executive committee (6) is determined annually by the Board of Directors on the basis of a proposal of the nomination and remuneration committee. 5 members of the executive committee are self-employed. In the event of termination of their appointment, they have no right to any form

of severance compensation, except for the agreement with Lara Consult represented by Bart Lavent. Paul Young is employed through an agreement following the United States law. The remuneration consists of a fixed component and a variable component. The variable component is determined in function of the financial result of the Group.

	2010	2009
EXECUTIVE COMMITTEE, EXCLUDING CEO (IN EUR) (*)
Total fixed remuneration	2,296	1,681
of which for insurance and pension plan	159	177
Total variable remuneration	793	0

	2010	2009
CEO (IN EUR)
Total fixed remuneration	713	713
of which for insurance and pension plan	53	53
Total variable remuneration	400	0

No loans or advances were granted to the members of the executive committee in 2010, except for the interest-bearing loan granted to Paul Young. The outstanding amount as per 31 December 2010 of this loan amounts to USD 232,287.50 and is reimbursable within the next year.

The members of the executive committee are among the beneficiaries of the 7 share option plans approved by the Board of Directors. Option plan 7 relates to options allocated in 2011 and is therefore not included in the information disclosed in note 25. The accumulated number of options (plan 1 - 7) allocated to the members of the executive committee are as follows:

	2010	2009
NUMBER OF SHARES ALLOCATED
Nicolas Saverys	215,061	155,061
Patrick De Brabandere	152,397	112,397
Pierre Dincq	100,133	70,133
Paul Young	102,494	72,494
Didier Ryelandt	82,663	52,663
Marc Nuytemans	60,000	30,000
Bart Lavent	50,000	20,000
	762,748	512,748

(*) In 2010 the executive committee counted 6 members on average (average number of members in 2009 was 5,25).

34. Group entities

					Ownership
	Country of incorporation	Company id	Consolidation method	2010	2009
CONSOLIDATED COMPANIES
Joint ventures
Best Progress International ltd	Hong Kong		Proportionate	50.00%	50.00%
Blackbeard Shipping Limited	Hong Kong		Proportionate	50.00%	50.00%
Croxford ltd	Hong Kong		Proportionate	50.00%	50.00%
Estrela Limited	Hong Kong		Proportionate	50.00%	50.00%
Excelerate nv	Belgium	0870.910.441	Proportionate	50.00%	50.00%
Excelsior bvba	Belgium	0866.482.687	Proportionate	50.00%	100.00%
Exemplar nv	Belgium	0893.228.953	Proportionate	0.00%	50.00%
Exmar Excalibur Shipping Company Ltd	Great-Britain		Proportionate	50.00%	100.00%
Exmar Shipmanagement India Private limited	India		Proportionate	60.00%	60.00%
Expedient nv	Belgium	0893.228.161	Proportionate	0.00%	50.00%
Explorer nv	Belgium	0896.311.177	Proportionate	50.00%	50.00%
Express nv	Belgium	0878.453.279	Proportionate	50.00%	50.00%
Farnwick Shipping ltd	Liberia		Proportionate	50.00%	50.00%
Fertility Development Co ltd	Hong Kong		Proportionate	50.00%	50.00%
Glory Transportation ltd	Hong Kong		Proportionate	50.00%	50.00%
Hallsworth Marine Co	Liberia		Proportionate	50.00%	50.00%
Laurels Carriers inc	Liberia		Proportionate	50.00%	50.00%
Monteriggioni Inc.	Liberia		Proportionate	50.00%	50.00%
Palliser Shipping Inc.	Liberia		Proportionate	50.00%	50.00%
Reslea nv	Belgium	0435.390.141	Proportionate	50.00%	50.00%
Solaia Shipping llc	Liberia		Proportionate	50.00%	100.00%
Splendid Limited	Hong Kong		Proportionate	50.00%	50.00%
Talmadge Investments ltd	British Virgin Islands		Proportionate	50.00%	50.00%
Universal Crown ltd	Hong Kong		Proportionate	50.00%	50.00%
Vine Navigation co	Liberia		Proportionate	50.00%	50.00%
Equity accounted investees
Bexco nv	Belgium	0412.623.251	Equity method	26.62 %	26.62%
Marpos nv	Belgium	0460.314.389	Equity method	45.00 %	45.00%

		Ownership
	Country of incorporation	Company id	Consolidation method	2010	2009
CONSOLIDATED COMPANIES (CONTINUED)
Subsidiaries
Africargo nv	Belgium	0428.592.520	Full	0.00%	98.96%
Belgibo nv	Belgium	0416.986.865	Full	100.00%	100.00%
B.R.M. nv	Belgium	0456.620.867	Full	100.00%	100.00%
DV Offshore sas	France		Full	100.00%	100.00%
ECOS srl	Italy		Full	60.00%	0.00%
Exmar Gas Shipping ltd	Hong Kong		Full	100.00%	100.00%
Exmar Holdings Limited	Liberia		Full	100.00%	100.00%
Exmar Hong Kong Limited	Hong Kong		Full	100.00%	100.00%
Exmar LNG Holdings nv	Belgium	0891.233.327	Full	100.00%	100.00%
Exmar LNG Hong Kong ltd	Hong Kong		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	0424.355.501	Full	100.00%	100.00%
Exmar (Monteriggioni) Shipping Cy. Ltd	Great-Britain		Full	100.00%	100.00%
Exmar NV	Belgium	0860.409.202	Full	100.00%	100.00%
Exmar Offshore Company	USA		Full	100.00%	100.00%
Exmar Offshore Limited	Bermuda		Full	100.00%	100.00%
Exmar Offshore Services sa	Luxembourg		Full	100.00%	100.00%
Exmar Offshore nv	Belgium	0882.213.020	Full	100.00%	100.00%
Exmar Opti Ltd	Hong Kong		Full	100.00%	100.00%
Exmar Qeshm Private Limited	Iran		Full	100.00%	100.00%
Exmar Singapore Pte ltd	Singapore		Full	100.00%	0.00%
Exmar Shipmanagement nv	Belgium	0442.176.676	Full	100.00%	100.00%
Exmar Shipping nv	Belgium	0860.978.334	Full	100.00%	100.00%
Exmar Shipping USA Inc.	USA		Full	100.00%	100.00%
Exmar (UK) Shipping Company Limited	Great-Britain		Full	100.00%	100.00%
Franship Offshore Lux sa	Luxembourg		Full	100.00%	100.00%
Good Investment Ltd	Hong Kong		Full	100.00%	100.00%
G-TEC Shipmanagement GmbH	Germany		Full	0.00%	100.00%
Internationaal Maritiem Agentschap nv	Belgium	0404.507.915	Full	98.96%	98.96%
Kellett Shipping Inc.	Liberia		Full	100.00%	100.00%
Seana Shipping & Trading . transport Company	Iran		Full	66.00%	66.00%
Tecto Cyprus Limited	Cyprus		Full	100.00%	100.00%
Tecto Luxembourg sa	Luxembourg		Full	100.00%	100.00%
Travel Plus nv	Belgium	0442.160.147	Full	100.00%	100.00%

35. Interest in joint ventures

(in thousands of USD)

The Group has various interests in joint ventures. The following items are included in the consolidated annual accounts, which are in accordance with the Group's interest in the assets and liabilities, income/expenses arising from joint ventures.

	2010	2009
INCOME STATEMENT
Operating income	69,026	55,348
Operating expenses	-30,915	-19,349
OPERATING PROFIT	38,111	35,999
Net finance cost including change in fair value of financial instruments	-27,556	10,011
Income taxes	-307	-349
AGGREGATED PROFIT JOINT VENTURES	10,248	45,661
STATEMENT OF FINANCIAL POSITION
Vessels	682,856	689,972
Other non-current assets	13,836	15,396
NON-CURRENT ASSETS	696,692	705,368
Cash and cash equivalents	53,870	38,363
Other current assets	10,831	3,344
CURRENT ASSETS	64,701	41,707
Non-current borrowings	597,916	649,470
Financial instruments	37,648	26,985
NON-CURRENT LIABILITIES	635,564	676,455
Current borrowings	33,778	22,695
Other current liabilities	17,078	10,071
CURRENT LIABILITIES	50,856	32,766

36. Major exchange rates used

	Closing rates		Average rates
	2010	2009	2010	2009
EXCHANGE RATES
USD	1,3362	1,4406	1,3294	1,3922
GBP	0,8608	0,8881	0,8583	0,8954
HKD	10,3856	11,1709	10,3266	10,7913
INR	59,7580	67,0400	60,8600	67,5143

All exchange rates used are expressed with reference to the EURO.

37. Fees statutory auditor

(in thousands of USD)

The worldwide audit and other fees in respect of services provided by KPMG auditors or companies or persons related to the auditors, can be detailed as follows:

	2010	2009
FEES STATUTORY AUDITOR
Audit services	364	432
Audit related services	16	143
Tax services	156	85
	536	660

38. Subsequent events

There are no subsequent events to be disclosed.

STATEMENT ON THE TRUE AND FAIR VIEW

Statement on the true and fair view on the consolidated fin statement and the fair overview of the management report

The Board of Directors, represented by Nicolas Saverys and Patrick De Brabandere, and the executive committee, represented by Nicolas Saverys and Didier Ryelandt, hereby confirm that, to the best of their knowledge, the consolidated financial statements for

REPORT OF THE STATUTORY AUDITOR

Statutory auditor's report to the general meeting of shareholders of EXMAR NV on the consolidated financial statements for the year ended 31 December 2010

In accordance with legal and statutory requirements, we report to you on the performance of our audit mandate. This report includes our opinion on the consolidated financial statements together with the required additional comment.

Unqualified audit opinion on the consolidated financial statements

We have audited the consolidated financial statements of EXMAR NV ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2010 and the consolidated income statement and consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to KUSD 1.761.543 and the consolidated income statement shows a profit for the year (Group share) of KUSD 14.358.

Board of Directors' responsibility for the consolidated financial statements

The Board of Directors of the company is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

the twelve months period ended 31 December 2010, which have been prepared in accordance with International Financial Reporting Standards 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 that the consolidated management report includes a fair overview of the development and performance of the business and the position of the company and the entities included in the consolidation, together with a description of the principal risks and uncertainties which they are exposed to.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing, legal requirements and auditing standards applicable in Belgium, as issued by the "Institut des Réviseurs d'Entreprises/Instituut der Bedrijfsrevisoren". Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the group's preparation and fair presentation of the consolidated financial statements 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as the overall presentation of the consolidated financial statements.

Finally, we have obtained from management and responsible officers of the company the explanations and information necessary for our audit.

We believe that the audit evidence we have obtained provides a reasonable basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the group's net worth and consolidated financial position as at 31 December 2010 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.

Additional comment

The preparation of the Board of Directors report on the consolidated financial statements and its content are the responsibility of the Board of Directors.

Our responsibility is to supplement our report with the following additional comment, which do not modify our audit opinion on the financial statements:

• The report of the Board of Directors on the consolidated financial statements includes the information required by law and is consistent with the consolidated financial statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the group is facing, and on its financial situation, its foreseeable evolution or the significant influence of certain facts on its future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.

Kontich, 31 March 2011 KPMG Bedrijfsrevisoren Statutory auditor represented by

Serge Cosijns Bedrijfsrevisor Filip De Bock Bedrijfsrevisor

The above report of the statutory auditors is identical to the original report of which a copy can be requested at the registered office of the Company.

2 Statutory accounts

(in thousands of USD)

The annual accounts of EXMAR NV are provided hereafter in summarised form. In accordance with the code of companies, the annual accounts of EXMAR NV, together with the annual report and the statutory auditor's report will be lodged with the National Bank of Belgium. In their report the statutory auditors did not express any reservations in respect of the annual accounts of EXMAR NV.

BALANCE SHEET

	31/12/2010	31/12/2009
ASSETS
FIXED ASSETS	612,146	597,876
Tangibles assets	323	311
Financial assets	611,823	597,565
CURRENT ASSETS	294,667	316,515
Amounts receivable after one year	78,772	85,555
Amounts receivable within one year	101,149	126,968
Investments	99,704	61,178
Cash and cash equivalents	14,055	41,700
Accrued income and deferred charges	987	1,114
TOTAL ASSETS	906,813	914,391
EQUITY AND LIABILITIES
EQUITY	439,814	454,944
Capital	88,812	88,812
Share premium	209,902	209,902
Reserves	92,975	88,837
Accumulated profits	48,125	67,393
PROVISIONS AND DEFERRED TAXES	4,153	4,661
Provisions and deferred taxes	4,153	4,661
LIABILITIES	462,846	454,786
Amounts payable after one year	347,981	358,206
Amounts payable within one year	72,623	81,873
Accrued charges and deferred income	42,242	14,707
TOTAL EQUITY AND LIABILITIES	906,813	914,391

INCOME STATEMENT

INCOME STATEMENT Operating income 1,327 1,301 Operating expenses 6,629 5,156 Operating result -5,302 -3,855 Financial income 34,527 64,155 Financial expenses 54,983 36,605 Results from ordinary activities before tax -25,758 23,695 Extra-ordinary income 43,052 0 Extra-ordinary expenses 0 5,080 Result for the year before tax 17,294 18,615 Income tax 0 0 Result for the year 17,294 18,615 APPROPRIATION OF RESULT Result to be appropriated 84,687 72,427	01/01/2010 - 31/12/2010	01/01/2009 - 31/12/2009
Transfer to/from capital and reserves -4,138 3,538
Result to be carried forward -48,125 -67,393
Distribution of result -32,424 -8,572

Board of Directors

Baron Philippe Bodson – Chairman Nicolas Saverys – Managing Director/Chief Executive Officer Leo Cappoen Ludwig Criel Patrick De Brabandere François Gillet Jens Ismar Philippe van Marcke de Lummen Guy Verhofstadt Baron Philippe Vlerick NV SAVEREX represented by Pauline Saverys

Executive commitee

Nicolas Saverys – Chief Executive Officer Patrick De Brabandere – Chief Operating Officer Pierre Dincq – Managing Director Shipping David Lim – Managing Director Offshore Didier Ryelandt – Chief Financial Officer Paul Young – Chief Marketing Officer Marc Nuytemans – CEO EXMAR Shipmanagement Bart Lavent – Managing Director LNG upstream/downstream

Auditor

Klynveld Peat Marwick Goerdeler – auditors - represented by Mr. Serge Cosijns and Mr. Filip De Bock.

Colophon

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 RPR Antwerp Website: www.exmar.be E-mail: corporate@exmar.be

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 corporate@EXMAR.be, for the attention of Patrick De Brabandere (COO), Didier Ryelandt (CFO) or Karel Stes (Secretary).
• In case you wish to receive our annual or halfyear report please mail: corporate@EXMAR.be

Dit halfjaarverslag is eveneens besc hikbaar in het Nederlands.

The Dutch version of this half year report must be considered to be the official version.

Design and production: www.dmsgroup.eu

EXMAR NV

De Gerlachekaai 20 2000 Antwerp

Website: www.exmar.be E-mail: corporate@exmar.be

Tel.: +32(0)3 247 56 11 Fax: +32(0)3 247 56 01

Business registration number: 0860 409 202 rpr Antwerp

financial calender

Shareholders meeting 17 May 2011 Publication annual report 17 May 2011 Dividend 25 May 2011 Press release provisional results 1st Semester 2011 28 July 2011 Publication half year report 31 August 2011 Press release trading update 3 Quarter 2011 27 October 2011 Press release provisional results 2011 26 January 2012 Shareholders meeting 15 May 2012 Publication annual report 15 May 2012