EXMAR NV — Annual Report 2022

Apr 13, 2023

5. FINANCIAL REPORT

5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS

The Board of Directors hereby submits the combined annual report on the individual and consolidated annual accounts of EXMAR NV (the “Company”) dated December 31, 2022 in accordance with articles 3:6 and 3:32 of the Belgian Code of Companies and Associations (“BCCA”). The Company must publish its annual accounts in accordance with the stipulations of the Royal Decree dated November 14, 2007 concerning the obligations of issuers of financial instruments who are entitled to trade on the Belgian regulated market. Any elements that are applicable to the Company in accordance with the BCCA and the above-mentioned Royal Decree shall be covered in this report and in the Corporate Governance Statement. This annual report should consequently be read in conjunction with EXMAR’s 2022 report.

The war in Ukraine causes uncertainty to 2022 not only from a human aspect, but also in terms of the stability of global energy markets. In this context, EXMAR remains committed to play its role in the energy value chain with its floating solutions for the export and import of gas. The potential impact on its activities is being monitored on a daily basis. For completeness, we can confirm that none of our vessels are active in risk areas or under contract with parties subject to international sanctions related to this conflict. Furthermore, utmost effort is done to manage the logistical challenges in a humane way, both on shore and on board.

COMMENTS ON THE CONSOLIDATED ANNUAL ACCOUNTS

The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS). Below comments are based on the consolidated annual accounts prepared in accordance with IFRS, whereby the joint ventures are accounted for under the equity method.

In 2022, the EXMAR Group achieved a consolidated profit of USD 320.3 million (USD 11.6 million in 2021). Revenue increased in 2022 by USD 7.4 million up to USD 155.6 million due to (i) the full year operation of the two newbuilds FLANDERS INNOVATION and FLANDERS PIONEER, (ii) the employment of the FSRU EEMSHAVEN LNG, previously called FSRU S188, since August 2022, (iii) higher licence and engineering revenue from different projects, (iv) inclusion of the EXCALIBUR as from the fourth quarter 2022, (v) Bexco NV entering into scope since November 2022, partially offset by (vi) the early termination fee on the cancellation of the FSRU S188 charter agreement by Gunvor in April 2021 (USD 56.8 million).

Gain on disposal amounted to USD 319.6 million in 2022 and primarily resulted from the sale of 100% of the shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August 2022 (USD 315.7 million) and from the derecognition of Bexco NV as joint-venture upon obtaining full control (USD 3.5 million).

As a consequence of the full year employment of the two VLGC newbuilds of 2021, the change from lay-up to start-up of the EEMSHAVEN LNG, higher engineering activities and the inclusion of Bexco NV since November 2022, operating expenses increased, although in part compensated by lower impairment losses. 2021 included an impairment loss of USD 19.0 million on the FSRU S188 (now EEMSHAVEN LNG) following its unemployment, which was reversed during 2022.

5.2 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	2022	2021	2020
ASSETS
Non-current assets
Vessels and barges	1,032,851	1,072,091	1,110,852
Other property, plant and equipment	46,025	53,868	59,340
Right-of-use assets	103,761	115,988	130,362
Investments in equity accounted investees	308,019	306,850	266,808
Financial information equity accounted investees	14,167	11,817	8,270
Borrowings to equity accounted investees	76,176	69,897	72,378
Tax assets and liabilities	22,536	21,952	27,134
Assets held for sale	7,078	15,063	35,480
Other investments	0	0	1,103
Total non-current assets	1,610,613	1,647,526	1,711,727
Current assets
Inventories	1,541	1,599	1,210
Trade and other receivables	120,642	113,768	102,338
Restricted cash and cash equivalents	133,043	114,614	102,123
Cash and cash equivalents	107,761	84,441	68,966
Total current assets	362,947	314,422	274,637
Total assets	1,973,560	1,961,948	1,986,364
EQUITY AND LIABILITIES
Equity attributable to owners of Parent
Issued capital	101,267	101,195	101,181
Share premium	1,640	1,640	1,640
Retained earnings	271,854	208,992	219,626
Reserve of exchange differences on translation	14,851	10,772	8,971
Reserve of cash flow hedges	4,851	1,587	1,695
Reserve of share-based payments	6,854	5,888	4,508
Treasury shares	(180,400)	(180,400)	(180,400)
Total equity attributable to owners of Parent	321,017	249,074	257,121
Non-controlling interests	40,584	42,989	36,789
Total equity	361,601	292,063	293,910
Non-current liabilities
Borrowings	649,887	702,062	749,697
Lease liabilities	59,505	68,993	79,170
Deferred tax liabilities	39,189	38,407	42,372
Provisions	5,269	3,511	2,397
Total non-current liabilities	753,850	813,973	873,636
Current liabilities
Borrowings	21,455	27,446	30,629
Lease liabilities	17,015	18,948	20,748
Trade and other payables	317,406	405,988	436,142
Income tax liabilities	10,997	10,228	8,377
Provisions	9,236	11,299	19,944
Total current liabilities	376,109	473,910	515,840
Total liabilities	1,130,000	1,287,883	1,389,476
Total equity and liabilities	1,973,560	1,961,948	1,986,364

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

	2022	2021	2020
Revenue	155,616	148,217	156,944
Vessel expenses	(49,450)	(48,386)	(44,119)
Purchase of goods	(8,329)	(7,885)	(7,458)
General and administrative expenses	(19,478)	(21,236)	(20,691)
Personnel expenses	(30,910)	(30,560)	(29,290)
Impairment losses	(1,595)	(19,000)	(73,440)
Other operating income / (expenses)	2,965	1,099	2,426
Operating profit	70,727	17,149	(75,628)
Finance income	13,067	10,702	13,116
Finance expenses	(35,903)	(42,150)	(43,495)
Profit (loss) before tax	47,891	(14,299)	(106,007)
Income taxes	(15,927)	25,896	18,688
Profit (loss) for the year	31,964	11,597	(87,319)
Other comprehensive income, net of tax
Items that will not be reclassified to profit or loss
Actuarial gains (losses) on employee benefits	2,555	(2,422)	(3,245)
Tax effect on actuarial gains (losses)	(484)	566	606
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations	6,021	1,730	(1,438)
Net fair value gains (losses) on cash flow hedge instruments	3,327	(304)	470
Tax effect on net fair value gains (losses) on cash flow hedge instruments	(633)	58	107
Other comprehensive income (loss) for the year, net of tax	10,786	(1072)	(3,497)
Total comprehensive income (loss) for the year	42,750	10,525	(90,816)
Profit (loss) attributable to:
Owners of the Parent	30,547	11,597	(87,319)
Non-controlling interests	1,417	0	0
Total comprehensive income (loss) attributable to:
Owners of the Parent	41,333	10,525	(90,816)
Non-controlling interests	1,417	0	0

CONSOLIDATED STATEMENT OF CASH FLOWS

	2022	2021	2020
Cash flows from operating activities
Profit (loss) for the year	31,964	11,597	(87,319)
Adjustments for:
Depreciation and amortization	45,391	47,929	46,825
Impairment losses	1,595	19,000	73,440
Gain on disposal of assets	(319,560)	0	0
Finance income / (expenses)	22,836	(31,448)	(30,379)
Income tax expense	15,927	(25,896)	(18,688)
Changes in working capital:
Trade and other receivables	(6,874)	(11,426)	(10,422)
Inventories	58	(389)	176
Trade and other payables	(88,478)	(30,154)	(31,235)
Provisions	(3,171)	(7,791)	(8,832)
Net cash generated from (used in) operating activities	(94,454)	(90,081)	(152,151)
Cash flows from investing activities
Proceeds from sale of assets	315,748	0	0
Purchases of property, plant and equipment	(31,620)	(50,602)	(43,291)
Purchases of investments	0	0	(1,103)
Dividends received	8,632	10,440	10,940
Net cash generated from (used in) investing activities	292,760	(40,162)	(33,454)
Cash flows from financing activities
Proceeds from borrowings	11,319	2,000	15,000
Repayment of borrowings	(66,347)	(80,673)	(94,186)
Repayment of lease liabilities	(34,092)	(33,899)	(33,934)
Dividends paid	0	0	(21,895)
Net cash generated from (used in) financing activities	(89,120)	(112,572)	(114,015)
Net increase (decrease) in cash and cash equivalents	109,186	(242,815)	(309,620)
Cash and cash equivalents at the beginning of the year	84,441	68,966	165,507
Cash and cash equivalents at the end of the year	193,627	(173,849)	(144,113)
Comprising:
Cash and cash equivalents	107,761	84,441	68,966
Restricted cash and cash equivalents	133,043	114,614	102,123
Total cash and cash equivalents at the end of the year	240,804	199,055	171,089

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Issued Capital	Share Premium	Retained Earnings	Reserve of Exchange Differences on Translation	Reserve of Cash Flow Hedges	Reserve of Share-based Payments	Total Equity Attributable to Owners of Parent	Non-controlling Interests	Total Equity
Balance at January 1, 2020	101,181	1,640	306,945	10,378	1,225	4,038	425,407	36,789	462,198
Profit (loss) for the year	0	0	(87,319)	0	0	0	(87,319)	0	(87,319)
Other comprehensive income (loss) for the year, net of tax	0	0	0	(1,407)	470	470	(467)	0	(467)
Balance at December 31, 2020	101,181	1,640	219,626	8,971	1,695	4,508	337,021	36,789	373,810
Profit (loss) for the year	0	0	11,597	0	0	0	11,597	0	11,597
Other comprehensive income (loss) for the year, net of tax	0	0	0	1,791	(108)	1,380	3,063	0	3,063
Balance at December 31, 2021	101,195	1,640	230,589	10,762	1,587	5,888	351,661	36,789	388,450
Profit (loss) for the year	72	0	30,547	0	0	0	30,619	1,417	32,036
Other comprehensive income (loss) for the year, net of tax	0	0	0	4,090	3,264	966	8,320	0	8,320
Balance at December 31, 2022	101,267	1,640	261,136	14,852	4,851	6,854	420,600	38,206	458,806

5.3 STATUTORY FINANCIAL STATEMENTSNet financial expenses increased from USD 10.6 million in 2021 to USD 23.4 million in 2022 and can be explained as follows:

• Higher interest expenses of USD 6.4 million due to the financing of the new VLGC’s since mid 2021, the effective interest rate correction on the pressurized fleet following the early buy-out, partially offset by lower interests due to the (early) repayment of the NOK bond and the Bank of China loan facility for the TANGO FLNG;
• USD 7.8 million net exchange losses resulting from a USD 5.6 million loss on the settlement of EUR-USD short-term swaps and lower NOK exchange gains (the NOK bond was repaid in May 2022);
• USD 6.2 million higher amortization and banking fees due to the accelerated recognition of the capitalized financing fees of the Bank of China and Sequoia credit facilities upon their early termination and related cancellation fees;
• USD 5.2 million interest income resulting from the higher cash position of EXMAR after the proceeds of the sale of the owner of TANGO FLNG;
• USD 2.5 million premium refund resulting from the early repayment of the Bank of China facility.

1095. Financial report

The share of equity accounted investees increased from USD 21.8 million in 2021 to USD 32.0 million in 2022 mainly as a result of higher net result at the LPG joint venture.

Vessels and barges amounted to USD 438.0 million at year-end 2022, a decrease of USD 210.5 million, which is the combined effect of the sale of TANGO FLNG, through the sale of 100% of the shares in the owning company Export LNG Ltd. (USD 256.2 million), the depreciation charge of the year (USD 31.6 million), the acquisition of the EXCALIBUR (USD 39.9 million), capitalized dry-dock expenses (USD 19.9 million) and USD 18.3 million impairment reversal of the FSRU S188 (now EEMSHAVEN LNG).

Other property, plant and equipment increased by USD 13.3 million primarily as a result of the inclusion of Bexco NV.

Investments in equity accounted investees increased by USD 20.3 million up to USD 107.1 million end 2022, primarily as a result of our share in the net result of these joint ventures and associated companies (USD 32.0 million), offset by Bexco NV and Solaia Shipping LLC which are no longer joint ventures (impact of USD 11.6 million) and dividends received (USD 2.1 million).

The borrowings to equity accounted investees (both non-current and current) amounted to USD 7.0 million end 2022 and comprise the shareholder loan to our associated company Electra Offshore Ltd which was reduced to its expected recoverable amount.

During 2022, EXMAR LPG repaid its outstanding loans (USD 32.3 million at year-end 2021).

At year-end 2021, the assets held for sale contained the aircraft, which was sold early 2022.

As a result of the acquisition of Bexco NV in 2022, the Group had inventories of USD 9.2 million at year-end 2022.

Excluding the final YPF settlement fees of USD 24.4 million received in 2022, current trade and other receivables increased by USD 36.3 million due to Bexco NV entering into scope, new receivables from the charter and/or service agreements for the EEMSHAVEN LNG, TANGO FLNG and EXCALIBUR and higher advances paid to suppliers.

In 2021, the restricted cash of USD 76.1 million related to the credit facility of Bank of China for the TANGO FLNG. This balance was released in 2022 upon the early repayment of the loan.

The cash position on December 31, 2022 amounted to USD 519.6 million and increased by USD 448.4 million mainly thanks to the receipt of the net proceeds of the sale of Export LNG Ltd. to Eni.

Equity amounted to USD 798.7 million end 2022, or a strengthening of USD 262.2 million primarily as a result of USD 320.3 million profit of the year, offset by the payment of USD 59.8 million dividends.

End 2022, borrowings (non-current and current) amounted to USD 218.3 million (2021: USD 424.8 million). The decrease of USD 206.5 million is in essence explained by the (early) repayment of the TANGO FLNG (USD 129.3 million) and NOK bond facilities (USD 71.3 million).

Other non-current payables comprise a contingent consideration liability of USD 78.0 million at year-end 2022 related to a price adjustment clause in the sales agreement with Eni.

Trade and other payables increased by USD 38.3 million to USD 75.5 million end 2022 due to Bexco NV and Solaia Shipping LLC entering into the consolidation scope and higher Infrastructure activities related to the EEMSHAVEN LNG and TANGO FLNG.

COMMENTS ON THE STATUTORY FINANCIAL STATEMENTS

The statutory accounts were prepared in accordance with Belgian GAAP and accounting principles were consistently applied. These accounts will be presented for approval to the General Meeting of Shareholders on May 16, 2023.

The below comments cover the main items of the statutory annual accounts:

The operational result amounted to USD -10.8 million in 2022 (2021: USD -4.5 million).

Financial result improved from USD -23.9 million in 2021 (loss) to USD 247.1 million in 2022 primarily due to dividends received (USD 241.4 million) from group companies and lower impairment losses on intercompany loans.

The statutory result for the financial year amounts to a profit of USD 236.0 million compared to a loss of USD -28.6 million in 2021.

At the end of 2022, the total assets amounted to USD 857.1 million, including USD 280.6 million financial fixed asset and USD 495.8 million investments (mainly term deposits) and cash.

During 2022, intra-group receivables were repaid for USD 262.0 million and the cash position increased significantly by USD 441.4 million due to an upstream of cash resulting from the sale of 100% of the shares of Export LNG Ltd., the owner of the TANGO FLNG.

Equity amounted to USD 744.2 million at the end of 2022 (2021: USD 564.2 million) and increased by the profit of the year of USD 236.0 million and decreased by the intermediary dividend distribution of USD 56.0 million.

On November 2, 2022, the General Meeting of Shareholders approved a gross intermediary dividend of EUR 0.95 per share or a gross dividend of EUR 56.5 million or USD 56.0 million.

The provisions decreased by USD 9.0 million as a financial guarantee given to intra-Group companies was settled.

Liabilities	End 2022	2021
Total Liabilities	USD 112.1 mil.	USD 101.0 mil.

At the General Meeting of Shareholders on May 16, 2023, the Board of Directors will propose to distribute a gross dividend of EUR 1,00 per share and to allocate the result of the year as follows:

Description	Amount
Profit carried forward	USD 183,668,811.64
Profit of the financial year	USD 235,991,843.69
Transfer to reserves	USD -8,144,999.03
Intermediary dividend	USD -56,038,885.00
RESULT TO APPROPRIATE	USD 355,476,771.30
Dividend payable	USD 63,462,700.00
Result to carry forward	USD 292,014,071.30

RISK FACTORS

As described in the Corporate Governance Statement.

NON-FINANCIAL INFORMATION

As described in chapter 3.1 ESG of the EXMAR 2022 report.

SUPPLEMENTARY INFORMATION

Research and Development

As described in chapter 3.1 ESG of the EXMAR 2022 report.

Employees

On December 31, 2022 EXMAR’s global staff comprised 1,926 employees, including 1,508 crew at sea (2021: 1,849, including 1,615 crew at sea). Many of the crew at sea are employed on assets owned or operated by our equity accounted investees; the corresponding expenses are not included in EXMAR’s consolidated personnel or crew expenses.

Acquisition or sale of treasury shares

There were no such transactions in 2022. We refer to the Corporate Governance Statement.

On December 31, 2022 EXMAR owned 2,273,263 own shares, representing 3.82% of the total number of shares issued.

Justification of the Accounting Principles

The accounting principles applied during the closure of the statutory annual accounts do not differ from the accounting principles applied during the previous financial year. A summary of the accounting principles of valuation is attached to the statutory annual accounts. For the consolidated financial statements please refer to the section on valuation principles for the consolidated annual accounts.

Defensive Mechanisms

Described in the Corporate Governance Statement.

Branch offices

EXMAR NV has no branch offices.

Stock Option Plan

So far, the Board of Directors has decided on ten occasions (10 plans) to offer a number of employees of the EXMAR Group options on existing shares. As of December 31, 2022 only one plan is still open (we also refer to Note 29 Share based payments of the consolidated annual report):

• Plan 10
  • Date of offer: December 4, 2015
  • Number of outstanding options: 321,250
  • Exercise period: January 1, 2019 until December 3, 2023
  • Exercise price in EUR: 9.62

Additional activities carried out by the Statutory Auditor

During the past financial year, the Statutory Auditor or companies or persons related to the Statutory Auditor, have been involved in audit related matters and has provided limited tax services for the Group. The non-audit fees did not exceed the Group audit fees.

Financial instruments

The long-term vision, that is typical of EXMAR’s activities, is accompanied by long-term financing and therefore EXMAR’s activities are also exposed to floating interest rates. EXMAR actively manages this exposure and if deemed appropriate could cover itself for rising interest rates for a part of its debt portfolio by means of various instruments.

The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses. As per December 31, 2022, the Company had no financial instruments in place to cover the EUR/USD.

At year-end 2022, EXMAR had purchased EUR 75.6 million daily swaps for USD 80.6 million.# Application of article 7:96 of the Belgian Code of Companies and Associations

Per Article 7:96 of the Belgian Code of Companies and Associations (BCCA) directors who have a conflict of interest with respect to a decision to be taken by the Board have to inform the other directors of this before the decision is taken and may not participate in the discussion and decision making. Such declaration and the nature of the conflict of interest have to be set out in the minutes, which also have to describe the nature of the Board’s decision, its financial consequences for the Company and its justification. This part of the minutes is to be included in the annual financial report, and goes as follows.

The Nomination and Remuneration Committee discussed the 2022 bonus proposal for the group, a total amount of EUR 7,3 million, to be paid by the Company. The proposal is submitted to the Board for approval.

1115. Financial report

Prior to the Board discussion the directors Nicolas Saverys, as director and shareholder of Saverex NV, Stephanie Saverys, as director and shareholder of Saverex NV, FMO BV (represented by Francis Mottrie) and Carl-Antoine Saverys, as director and shareholder of Saverex NV and in own name, inform the other directors that they have a pecuniary interest that conflicts with that of the Company, as they are, indirectly or directly, beneficiaries of proposed bonuses. They will not participate in the discussion or take part in the decision-making on the recommendation of the Committee and leave the meeting during the discussion and decision-making on the proposal.

The following bonuses are proposed:

• EUR 2,000,000 to Saverex NV
• EUR 500,000 to FMO BV
• EUR 125,000 to Carl-Antoine Saverys
• EUR 573,760 to the other members of the Executive Committee (allocated as per the recommendation of the Committee)
• The balance of the amount to members of the Exmar group personnel

As per the recommendation of the Audit and Risk Committee, the Board is of the opinion that the procedure laid out in Article 7:97 BCCA is not to be applied with respect to the bonus to Saverex NV, as the value (including all transactions with respect to Saverex NV during the last 12 months) is less than 1% of the net assets of the Company on consolidated basis.

The Nomination and Remuneration Committee recommends to the Board to approve the proposal. The Board, having duly considered the financial impact for the Company of the 2022 bonus proposal as set forth above, is of the opinion that the proposal is justified because of extraordinary achievements in 2022 by the beneficiaries and for retention purposes. The Board decides to approve the recommendation from the Committee, and that it will submit the bonus proposal for Saverex NV to the General Meeting of Shareholders, for approval.

The Committee also discussed the proposal to increase the remuneration of certain members of the Executive Committee and personnel, and the fee under the consultancy agreement with Saverex. The proposal is submitted to the Board for approval.

Prior to the Board discussion the directors Nicolas Saverys, as director and shareholder of Saverex NV, Stephanie Saverys, as director and shareholder of Saverex NV, and Carl-Antoine Saverys, as director and shareholder of Saverex NV and in own name, inform the other Board members that they have a pecuniary interest that conflicts with that of the Company, as they are, indirectly or directly, beneficiaries of the increase of remuneration. They will not participate in the discussion or take part in the decision-making on the recommendation of the Committee and leave the meeting during the discussion and decision-making on the proposal.

An increase of the yearly fee under the consultancy agreement with Saverex NV is proposed to EUR 1,200,000, from 2023 onwards. For Carl-Antoine Saverys an increase is proposed to EUR 250,000 per year from 2023 onwards.

The Committee recommends to the Board to approve both proposals. The Board, having duly considered the financial impact for the Company of the salary adjustment proposal as set forth above, is of the opinion that the proposal is justified because of extraordinary work delivered in 2022 and also for retention purposes, and in accordance with the Company’s remuneration policy. The Board decides to approve the recommendation from the Committee.

Significant events after balance sheet

We refer to Note 39 Subsequent events of the consolidated annual report.

OUTLOOK

Shipping: Very Large Gas Carriers (VLGC)

EXMAR’s LPG fuelled 88,000 m³ VLGC 2021 newbuilds, FLANDERS INNOVATION and FLANDERS PIONEER are serving a long-term time-charter agreement with Equinor ASA (Norway). With the large capacity and the dual fuel LPG engine, these vessels represent the best technology available today with respect to reducing greenhouse gas emissions. The VLGC BW TOKYO performed well in the course of 2022 in the BW VLGC pool and we expect similar performance in 2023.

Midsize Gas Carriers (MGC)

During 2022, 40% of EXMAR’s Midsize fleet was dedicated to transporting ammonia and 60% to LPG. For 2023 the ammonia share is expected to increase up to 50%. EXMAR, which has a 50 / 50 joint venture with SEAPEAK for the Midsize fleet, continues to build on its existing loyal customer base with extensions of existing time charter contracts at profitable levels. At the beginning of 2023, 80% of EXMAR’s Midsize fleet has already been committed to these clients for 2023.

Pressurized

EXMAR’s pressurized fleet of 10 ships remained dedicated to well-established industrial and long-term partners, both in North-West Europe and in Asia. Begin 2023, the time charter coverage for 2023 stands at 86%.

Liquefied Natural Gas (LNG)

EXMAR acquired the 50% share from the joint venture partner SEAPEAK of the LNG carrier EXCALIBUR in September 2022. The LNG carrier EXCALIBUR primarily served for transporting LNG worldwide under a long-term charter party. As this charter came to an end in December 2021, new opportunities were explored and the EXCALIBUR is now under a 10-year charter for the Eni Marine XII infrastructure project in Congo, to serve as floating storage unit alongside the floating liquefaction plant TANGO FLNG.

112 5. Financial report

Infrastructure: Floating LNG barges

TANGO FLNG is a floating LNG terminal which liquefies natural gas into LNG, which is then offloaded into LNG carriers laying alongside for export to LNG-importing countries. On August 5, 2022 EXMAR entered into a share purchase agreement to sell the shares of Export LNG Ltd, the owning company of the TANGO FLNG, to Eni. The barge will be used by Eni in the Republic of Congo, as part of the activities of the natural gas development project in the Marine XII block, in line with Eni’s strategy to leverage gas equity resources. For FSRU S188, renamed EEMSHAVEN LNG, EXMAR and GASUNIE announced in March 2022 an agreement for a five-year charter for the employment of the regasification barge, and as such they joined forces in enhancing European energy security. GASUNIE will use the regasification barge as floating LNG import terminal at Eemshaven in Groningen, the Netherlands. The EEMSHAVEN LNG arrived at its employment location in September 2022, and has subsequently been commissioned and started commercial LNG operations.

Accommodation barges

The employment of the accommodation and work barge NUNCE has confirmed its reputation of high standard services to its customer offshore Angola, and its contract was extended until May 2023. The accommodation and work barge WARIBOKO, is available for new services, with potential destinations being developed for a short- to mid-term employment.

Supporting Services: Ship Management

2022 has been a very busy year especially for the Infrastructure business unit of EXMAR Ship Management, following the agreements with Eni for the employment of the TANGO FLNG and EXCALIBUR and the deployment of EEMSHAVEN LNG, which will continue in 2023.

BEXCO

The outlook for 2023 is positive with strong demand expected for Bexco’s tailor-made rope solutions for offshore wind as well as for its deep-water mooring ropes.

TRAVEL PLUS

After the unprecedented drop in foreign travel due to the pandemic during 2020 and 2021, international tourism experienced a gradual recovery in 2022. Travel Plus returned to full operational strength from March 2022, and while results have not reached the same heights as the pre-pandemic period in 2019, the company is well on its way.

Approval and discharge of the annual accounts

We hereby request the General Meeting of Shareholders to approve this report for the year ending December 31, 2022 in its entirety and to appropriate the results as provided in this report. We also request the shareholders to grant discharge to the directors and Statutory Auditor for the performance of their mandate during the above-mentioned financial year.

Appointments

The following mandates will expire at the General Meeting of Shareholders:

• Philippe VLERICK, non-executive director
• Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises BV/SRL, statutory auditor

The Board of Directors,
March 28, 2023

1135. Financial report

104 5. Financial report

Financial Report

5.2 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(In thousands of USD)

	Note	2022	2021
Non-current assets		571,810	767,312
Vessels and barges	14	437,966	648,436
Other property, plant and equipment	15	14,556	1,274
Intangible assets		225	82
Right-of-use assets	16	10,910	6,000
Investments in equity accounted investees	17	107,082	86,760
Borrowings to equity accounted investees	19	0	24,760
Deferred tax assets	20	1,071	0
Current assets		606,465	234,083
Assets held for sale	21	0	12,500
Derivative financial assets		573	920
Other investments	22	1,849	1,849
Inventories	23	9,217	0
Trade and other receivables	24	67,089	55,154
Borrowings to equity accounted investees	19	7,000	15,407
Current tax assets	20	1,185	1,003
Restricted cash	25	0	76,121
Cash and cash equivalents	25	519,553	71,130
Total assets		1,178,276	1,001,395
Equity		798,691	536,503
Equity attributable to owners of the Company		798,511	536,231
Share capital	26	88,812	88,812
Share premium	26	209,902	209,902
Reserves		179,480	225,918
Result for the period		320,317	11,600
Non-controlling interest		180	272
Non-current liabilities		250,370	315,347
Borrowings	28	167,548	313,816
Other payables	4	78,000	0
Employee benefit obligations	30	1,040	730
Provisions		800	800
Deferred tax liabilities	20	2,982	0
Current liabilities		129,215	149,546
Borrowings	28	50,800	110,995
Trade and other payables	31	75,542	37,241
Current tax liability	20	2,873	1,309
Total liabilities		379,585	464,892
Total equity and liabilities		1,178,276	1,001,395

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CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

(In thousands of USD)

	Note	2022	2021
Revenue	6	155,604	148,229
Gain on disposal	7	319,643	52
Other operating income		1,601	990
Operating income		476,848	149,272
Vessel expenses	8	-60,121	-45,068
Raw materials and consumables used	9	-3,447	0
General and administrative expenses	10	-39,293	-24,536
Personnel expenses	11	-32,333	-27,349
Depreciations and amortisations	14/15/16	-33,624	-31,364
Impairment losses and reversals	14/19/24	4,768	-17,585
Loss on disposal		0	-100
Other operating expenses		-25	-888
Result from operating activities		312,773	2,382
Interest income	12	7,125	1,537
Interest expenses	12	-21,954	-15,526
Other finance income	12	9,525	10,198
Other finance expenses	12	-18,055	-6,785
Net finance result		-23,359	-10,577
Result before income tax and share of result of equity accounted investees		289,414	-8,195
Share of result of equity accounted investees (net of income tax)	17	32,007	21,769
Result before income tax		321,420	13,574
Income tax expense	13	-1,072	-1,939
Result for the period		320,348	11,635
Attributable to:
Non-controlling interest	30	30	35
Owners of the Company		320,317	11,600
Result for the period		320,348	11,635
Basic earnings per share (in USD)		5.60	0.20
Diluted earnings per share (in USD)		5.60	0.20

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Note	2022	2021
Result for the period		320,348	11,635
Items that are or may be reclassified subsequently to profit or loss:
Equity accounted investees - share in other comprehensive income	17	1,944	618
Foreign currency translation differences		577	-1,521
Other		-202
Items that will never be reclassified to profit and loss:
Employee benefits - remeasurements of defined benefit liability/assets	30	-706	647
Total other comprehensive income for the period (net of tax)		1,613	-256
Total comprehensive income for the period		321,961	11,378
Attributable to:
Non-controlling interest	37	15	37
Owners of the Company		321,924	11,364

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CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of USD)

	Note	2022	2021
Result for the period		320,348	11,635
Share of result of equity accounted investees (net of income tax)	17	-32,007	-21,769
Depreciations & amortisations	14/15/16	33,624	31,364
Impairment losses and reversals	14/19/24	-4,768	17,585
Net finance result	12	23,359	10,577
Income tax expense/ (income)	13	1,072	1,939
Net (gain)/ loss on sale of assets	7	-319,643	48
Other non-cash items	28	-1,193	0
Realized foreign currency gains (losses)	12	-3,357	1,310
Gross cash flow from operating activities		17,436	52,689
Increase/(decrease) of inventories		2,268	0
(Increase)/decrease of trade and other receivables		-6,488	75,394
Increase/(decrease) of trade and other payables		27,512	1,752
Increase/(decrease) in provisions and employee benefits		-361	552
Cash generated from operating activities		40,368	130,387
Interest paid		-18,483	-16,412
Interest received		5,411	351
Income taxes paid		-1,311	-2,405
NET CASH FROM OPERATING ACTIVITIES		25,985	111,921
Acquisition of vessels and vessels under construction	14	-19,867	-135,302
Acquisition of other property plant and equipment	15	-554	-250
Acquisition of intangible assets		-51	-79
Proceeds from the sale of vessels and other property, plant and equipment		13,722	298
Dividends from equity accounted investees	17	2,079	379
Other dividends received	18	16	0
Proceeds from the sale of a subsidiary, net of cash disposed off	4	646,599	0
Acquisition of subsidiaries, net of cash acquired	5	-9,169	0
Acquisition of an asset through an other asset deal, net of cash acquired	5	-4,698	0
Borrowings to equity accounted investees	19	-41,085	-590
Repayments from equity accounted investees	19	52,260	10,000
NET CASH FROM INVESTING ACTIVITIES		639,253	-125,528
Dividend paid	26	-59,646	-20,601
Proceeds from new borrowings	28	50,014	144,000
Repayment of borrowings	28	-279,818	-62,532
Repayment of lease liabilities IFRS 16 (principal portion)	28	-1,476	-1,554
Payment of debt transaction costs & banking fees		-2,577	-1,520
Increase in restricted cash		0	-546
Release restricted cash	25	76,121	0
NET CASH FROM FINANCING ACTIVITIES		-217,383	57,248
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS		447,856	43,641
Net cash and cash equivalents at 1 January	25	71,130	28,195
Net increase/(decrease) in cash and cash equivalents		447,856	43,641
Exchange rate fluctuations on cash and cash equivalents		568	-706
NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER	25	519,553	71,130

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In thousands of USD)

	Note	Share capital	Share premium	Retained earnings	Reserve for treasury shares	Translation reserve	Hedging reserve	Share-based payments reserve	Total	Non-controlling interest	Total equity
Opening equity as previously reported per January 1, 2022		88,812	209,902	282,048	-44,349	-3,028	761	2,086	536,231	271	536,503
Comprehensive result for the period
Result for the period				320,317					320,317	30	320,348
Foreign currency translation differences	26					570			570	7	577
Foreign currency translation differences - share equity accounted investees	17					-305			-305		-305
Employee benefits - remeasurement net defined benefit obligations	30							-706	-706		-706
Other						-202			-202		-202
Net change in fair value of cash flow hedges - share equity accounted investees	17						2,249		2,249		2,249
Total other comprehensive result		0	0	-908	0	265	2,249	0	1,606	7	1,613
Total comprehensive result for the period		0	0	319,409	0	265	2,249	0	321,924	37	321,961
Transactions with owners of the Company
Dividends declared	26			-59,646					-59,646	-128	-59,775
Share-based payments								865	865	0	865
Total transactions with owners of the Company		0	0	-58,781	0	0	0	-865	-59,646	-128	-59,775
Closing equity per December 31, 2022		88,812	209,902	542,676	-44,349	-2,763	3,010	1,221	798,509	179	798,690

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	Note	Share capital	Share premium	Retained earnings	Reserve for treasury shares	Translation reserve	Hedging reserve	Share-based payments reserve	Total	Non-controlling interest	Total equity
Opening equity as previously reported per January 1, 2021		88,812	209,902	289,079	-44,349	-1,086	-298	3,598	545,658	256	545,915
Comprehensive result for the period
Result for the period				11,600					11,600	35	11,635
Foreign currency translation differences	26					-1,501			-1,501	-20	-1,521
Foreign currency translation differences - share equity accounted investees	17					-441			-441		-441
Employee benefits - remeasurement net defined benefit obligations	30							647	647		647
Net change in fair value of cash flow hedges - share equity accounted investees	17						1,059		1,059		1,059
Total other comprehensive result		0	0	647	0	-1,942	1,059	0	-236	-20	-256
Total comprehensive result for the period		0	0	12,247	0	-1,942	1,059	0	11,364	15	11,378
Transactions with owners of the Company
Dividends declared	26			-20,791					-20,791		-20,791
Share-based payments								-1,513	-1,513	0	-1,513
Total transactions with owners of the Company		0	0	-19,278	0	0	0	-1,513	-20,791	0	-20,791
Closing equity per December 31, 2021		88,812	209,902	282,048	-44,349	-3,028	761	2,086	536,231	271	536,503

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NOTE 1 - ACCOUNTING POLICIES

A. REPORTING ENTITY

EXMAR NV (“the Company”) is a company domiciled in Belgium whose shares are publicly traded (Euronext – EXM). The consolidated financial statements of the Group comprise the Company, its subsidiaries, and the Group’s interest in associates and joint arrangements (referred to as the “Group”). The Group is active in the industrial shipping business.

B. BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU on December 31, 2022. The accounting policies adopted in preparing the 2022 consolidated financial statements are consistent with those applied in the previous financial year, except for the items below.

New and amended standards and interpretations, effective in 2022

The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2022:

• Amendments to IFRS 3 Business Combinations; Connectional Framework;
• Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use;
• Amendments to IAS 37 Contingent Liabilities and Onerous Contracts – Cost of Fulfilling a Contract.# 5. Financial Report

C. BASIS OF MEASUREMENT AND PRESENTATION

The consolidated financial statements are presented in thousands of USD, which is also the functional currency of the parent company. The Financial Services and Markets Authority (FSMA) approved the use of the USD as reporting currency by letter of July 2, 2003 as the majority of the Group’s shipping activities and related financing are expressed in USD. All values are rounded to the nearest thousand. The financial statements are prepared on the historical cost basis except for the following material assets and liabilities that have been measured on an alternative basis on each reporting date: derivative financial instruments, equity securities at FVTPL and the net defined benefit liability. Assets held for sale are stated at the lower of carrying amount and fair value less cost to sell.

D. USE OF JUDGEMENTS AND ESTIMATES

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses, the accompanying disclosures and the disclosure of contingent liability. The estimates and related assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, which have a significant impact on the amounts reported in the consolidated financial statements:

Assessment of exercising purchase options

Determining whether EXMAR will exercise purchase options on financed assets requires judgment and impacts the useful life of the related assets. All facts and circumstances relevant to the assessment are considered. Specifically, for the pressurized fleet, management has made the assumption that the purchase options for the 7 vessels will be exercised before or at the end of the respective financing agreements.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond control of the Group. Such changes are reflected in the assumptions when they occur.

Impairment of vessels and barges

The Group reviews the carrying amount of each vessel for potential impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of a specific vessel may not be fully recoverable. The recoverable amount is the highest of the fair value less cost to sell and the value in use. The fair value less cost to sell is determined based upon independent valuation reports. The Group engages two independent valuation specialists to assess fair values at reporting date. The carrying values of the vessels may not represent the fair market value at any point in time since the market prices of second hand vessels tend to fluctuate with changes in charter rates and the cost of new buildings. Historically, both charter rates and vessel values tend to be cyclical. The value in use is based upon future cash flows discounted to their present value. In developing estimates of future cash flows, management makes assumptions about expected operation date (in case of temporarily unemployed vessels), future charter rates, ship operating expenses, the estimated remaining useful lives of the fleet and the WACC. These assumptions are based on historical trends as well as future expectations. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. We refer to Note 14 Vessels and barges for additional information on the assumptions applied at year-end.

Climate change and sustainability related developments

Climate related matters and measures such as the introduction of emission reduction legislation may have a significant impact on the EXMAR business and its customers. EXMAR is closely monitoring current developments and measures related to climate change and sustainability (see also section 3.1. ESG of this annual report), and believes these currently do not result in fundamentally changed expectations regarding useful lives or recoverability of our fleet. In the sensitivity analysis of the annual impairment test of vessels and barges, the age and emission rating of each particular asset was considered.

E. SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF CONSOLIDATION

Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a ‘concentration test’ that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Goodwill is initially measured at the acquisition date as the excess of the aggregate of the fair value of the consideration transferred, plus the recognized amount of any non-controlling interests in the acquire, plus – if the business combination is achieved in stages – the fair value of the existing equity interest in the acquire, less the net recognized amount (generally at fair value) of the identified assets and liabilities assumed. When the excess is negative, a bargain purchase gain is immediately recognized in profit or loss. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in fair value are recognized in profit or loss.

Subsidiaries

Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-Group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-Group transactions are eliminated in full.

Loss of control

Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, and non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit and loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date the control is lost.

Interests in equity-accounted investees

The Group’s interest in equity accounted investees comprises interests in associates and joint ventures. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power.# 5. Financial report

B. FOREIGN CURRENCY

Functional currency

Each entity prepares its individual financial statements in the currency of the primary economic environment in which the entity operates (i.e. the functional currency). Several European and Hong Kong based entities have the USD as functional currency as the majority of their cash flows are expressed in USD.

Transactions and balances

In preparing the individual financial statements, transactions in currencies other than the entities’ functional currency are recorded at the exchange rate applicable at the date of the transaction. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency spot exchange rates at that date. The non-monetary assets and liabilities that are measured in terms of historical cost are translated to the functional currency at the exchange rate at the date of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined.

Foreign exchange differences arising on translation are recognised in the profit or loss statement, except for (i) qualified cash flow hedges to the extent that the hedges are effective, and (ii) monetary items that are designated as part of the hedge of the Group’s net investment in a foreign operation, which are recognised in other comprehensive income. Upon disposal of the hedge and or net investment, the cumulative amount is reclassified to profit or loss.

Consolidation of foreign operations

On consolidation, assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD – the group reporting currency - using the closing rate at reporting date. The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the transaction (the average exchange rate during the relevant period is used in case the date of transaction approximates this average rate).

Foreign currency translation differences are recognized directly in other comprehensive income. These foreign currency differences are presented within the “Translation reserve” caption. However, if the operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.

When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit and loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit and loss.

The main exchange rates used are:

EXCHANGE RATES	December 31, 2022	December 31, 2021	2022	2021
Closing rates
EUR	0.9376	0.8829	0.9474	0.8407
GBP	0.8315	0.7419	0.8062	0.7258
HKD	7.7970	7.7992	7.8309	7.7704
NOK	9.8573	8.8194	9.5392	8.5788
XAF	615.0062	579.0388	621.5040	551.5720
ARS	177.1165	102.7327	126.5182	94.1620
KRW	1,259.4458	1,189.0606	1,283.6970	1,137.6564
Average rates

C. FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

Debt instruments that meet the following conditions are measured subsequently at amortised cost (see (i) below):
* The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI) (see (ii) below):
* The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).

Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
* The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other comprehensive income if certain criteria are met (see (iii) below); and
* The Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an accounting mismatch (see (iv) below).

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets:

(I). Financial assets at amortised costs: These assets are subsequently measured at amortised costs using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

(II). Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income is calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

(III). Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

(IV). Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However, see section derivative financial instruments and hedge accounting for derivatives designated as hedging instruments.

Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control over the financial asset.# Financial report 115

Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. See section “Derivative financial instruments and hedge accounting” for derivatives designated as hedging instruments.

Derecognition of financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. When an existing loan is replaced by another from the same lender on substantially different terms, or the terms of the existing loans are substantially modified, such an exchange or modification is treated as a derecognition of the original loan and the recognition of a new loan (at fair value). The difference in the respective carrying value is recognized in the statement of profit and loss. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Share capital

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

Derivative financial instruments & hedge accounting

The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met. Derivatives are recognised initially at fair value at the date a derivative contract is entered into. Subsequent to initial recognition, derivatives are recognized at fair value and changes therein are generally recognized in profit and loss. The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and certain derivatives and non-derivative financial liabilities as hedges of foreign exchange risk of a net investment in a foreign operation. At inception of designated hedge relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedged instrument, including whether the changes in cash flow of the hedged item and hedging instrument are expected to offset each other.

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. The amount accumulated in the hedging reserve and the cost of the hedging reserve is reclassified to profit or loss in the same period or periods during which the hedge expected future cash flows affect profit or loss. If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, any gain or loss recognised in other comprehensive income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is immediately reclassified to profit or loss.

D. GOODWILL

Goodwill arising upon the acquisition of subsidiaries is included in intangible assets. For the measurement of goodwill at initial recognition, we refer to the accounting policy “Business combination” under A. Basis of consolidation. Subsequently, goodwill is measured at cost less accumulated impairment losses (see accounting policy G. Impairment of assets). In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment and an impairment loss on such an investment is allocated to the carrying amount of the equity accounted investee as a whole.

E. INTANGIBLE ASSETS

Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred. Development activities involve a plan or design for the production of new or substantially new improved products and processes. Development costs are capitalized only if the development cost 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. Otherwise, it is recognised in profit or loss as incurred. 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 recognized in the profit or loss statement, and is spread over the useful life of the relevant intangible assets following the straight-line depreciation method. The amortization starts from the date that they are available for use. Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate. Intangible assets with an indefinite useful life or that are not yet available for use, are subject to an annual impairment test.

Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific assets to which it relates. All other expenditure is recognised in profit or loss as incurred.

5. Financial report 117

F. PROPERTY, PLANT AND EQUIPMENT

Owned assets

Items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset and to bringing the asset to the location and condition necessary for its intended use. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use and capitalized borrowing costs. Subsequent expenses associated with items of property, plant and equipment are capitalised only if a future economic advantage will result from this expenditure and its cost can be measured reliably. If a part of an item of property, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or loss statement as incurred. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value and is recognized in profit or loss. Vessels, barges or units in the construction process are separately classified on the balance sheet as assets under construction. These assets under construction are not depreciated, depreciation starts at the moment that the vessels are delivered. As from the moment of delivery, the vessels are no longer classified as under construction. The business model of the Group aims to rent or operate the constructed assets.# 5. Financial report

G. IMPAIRMENT OF ASSETS

Financial assets

Financial assets measured at amortised cost are assessed each reporting date to determine whether the credit risk of a financial asset has increased significantly since initial recognition. The Group recognises a loss allowance for expected credit losses (ECL’s) which is based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are an integral part of the contract terms. In determining the credit risk of a financial asset and when estimating the ECL’s, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and including forward-looking information.

Equity accounted investees

After application of the equity method, the entity determines whether it is necessary to recognise an impairment loss with respect to its net investment in the associate or joint venture. An impairment loss in respect of an equity accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit and loss and is reversed when there is a favourable change in the estimates used to determine the recoverable amount.

Non-financial assets

The carrying value of non-financial assets, other than deferred tax assets, are reviewed at each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use the recoverable amount is estimated on each balance sheet date. The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. All impairment losses are recognised in the profit or loss statement. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. 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.

H. ASSETS HELD FOR SALE

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting policies. Thereafter the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis except that no loss is allocated to assets not in the measurement scope of IFRS 5, which continue to be measured in accordance with the Group’s other accounting policies. Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of equity accounted investees ceases once classified as held for sale or distribution.

I. INVENTORIES

Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for, as follows:

• Raw materials and good purchased for resale: purchase cost on a first-in/first-out basis;
• Work in progress and finished goods: cost of direct material and labor and a proportion of manufacturing overheads based on the normal operating capacity but excluding borrowing costs.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs of completing the sale. Write-offs on inventories are applied on slow-moving items. The calculation of the allowance is based on consistently applied write-off rules, which depend on both historical and future demand.

J. EMPLOYEE BENEFITS

Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit or loss statement as the related service is provided.

Defined benefit plans

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; discounting that amount and deducting the fair value of any plan assets. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of a any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Belgian defined contribution plans with return guaranteed by law

Belgian defined contribution plans are subject to the Law of April 28, 2003 on occupational pensions (hereafter ‘the WAP’). According to article 24 of this Law, the employer has to guarantee an average minimum return of 3.75% on employee contributions and of 3.25% on employer contributions and this for contributions paid until December 31, 2015.# 5. Financial report

k. PROVISIONS

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

Restructuring provisions

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

Onerous contracts

A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is recorded, the Group recognises any impairment loss on the assets associated with that contract.

L. INCOME

Charter revenue

The company and/ or its joint ventures generate revenues from charterers for the use of its assets. Assets are chartered using voyage/spot, time or bareboat charters and pool revenue:

• Voyage/spot charters: Voyage revenue is recognized over time of spot charters on a load-to-discharge basis. Progress is determined on time elapsed. Voyage expenses are expensed as occurred. When our vessels cannot start or continue performing its obligation due to other factors, such as port delays, a demurrage is calculated. The applicable demurrage rate is stipulated in the contract. As demurrage is often a commercial discussion between EXMAR and the charterer, the outcome and total compensation receivable for the delay is not always certain. As such, EXMAR only recognizes the revenue which is highly probable to be received. No revenue is recognized if the collection of the consideration is not highly probable. The amount of revenue recognized is estimated based on historical data. The Group updates its estimate on an annual basis.
• Time- and Bareboat charters: As a lessor, the Group leases out some of its vessels under time – and bareboat charters (see also l) Leases). For time or bareboat charters, a contract is entered into for the use of an asset for a specific period of time at a contractual agreed daily or monthly rate. Revenue from time or bareboat charters are accounted for as operating leases and are recognised over the duration as service is performed.
• Pool revenue: Aggregated revenue recognized on a daily basis from vessels operating on voyage or time charter and contract of affreightment (“COA”) within the pool is converted into an aggregated net revenue amount by extracting aggregated voyage expenses (such as fuel consumption, port charges,..) from gross revenue. This net revenue is used to determine the pool Time Charter Equivalent revenue (“TCE”). Aggregate TCE revenue is used to allocate revenue to the pool partners in accordance with the allocated pool points earned for each vessel. Pool points are determined taking into account the following parameters: intake (= capacity of the vessel), speed, fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pool is equal to the pool point rating of each vessel multiplied by time on hire, as reported by the pool manager. Revenue from these floating time charter agreements under which vessels are employed by the pool is accounted for under IFRS 15 Revenue from contracts with customers.

Revenue from services rendered

Revenue from services such as ship management, engineering and technical assistance services are recognised in the profit or loss statement over time as the services are provided. The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs (recurring services). Invoices and related payment terms depend on individual contractual terms.

License income

Revenue from the licensing of EXMAR’s intellectual property is in general recognised over time together with the underlying services rendered based on time and material spent. In case the license revenue is considered distinct and distinct within the context of the contract, this revenue will be recognized at the point in time when EXMAR satisfies the performance obligation and control is transferred to the customer.

Gain on sale of assets

Gain on the sale of assets (vessels and barges) is recognized in the profit or loss statement when control of the goods underlying the particular performance obligation is transferred to the customer, which in general is at the moment of delivery of the vessel or barge to the customer. Invoices and related payment terms depend on individual contractual terms.

Revenue from sale of goods

Contracts with customers to sell goods have only one performance obligation. Revenue recognition occurs at a point in time when control of the asset is transferred to the customer, in general upon the delivery of goods.

Manufacturing project revenue

For revenue out of manufacturing projects, the percentage of completion method is used, provided that the outcome of the project can be assessed with reasonable certainty.

Commissions

if the Group acts in the capacity of an agent rather than as a principal in the transaction, then the revenue recognised is the net amount of commission realized by the Group.

M. LEASES

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.## 5. Financial report

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following: • Fixed payments, including in-substance fixed payments; • Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; • Amounts expected to be payable under a residual value guarantee; and • The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early. The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Group presents right-of-use assets separately on the face of the balance sheet and lease liabilities in “Loans and borrowings” in the statement of financial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract. The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of “Revenue”.

N. GOVERNMENT GRANTS

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 life of the asset. Grants that compensate the Group for expenses incurred are recognised in profit and loss on a systematic basis in the periods in which the expenses are recognised.

O. FINANCE INCOME AND EXPENSES

Finance income consists of interests received, dividend income, gains on the disposal of equity securities at FVTPL, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss and exchange rate gains. Interest income is recognised in the profit or loss statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the profit or loss statement on the date that the dividend is declared. Finance expenses consist of interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, exchange rate losses and losses on hedging instruments that are recognised in profit or loss.

1. Financial report 123

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis per currency as either other finance income or finance expense.

P. TAXES

Income tax expense consists of current and deferred taxes. Current and deferred tax is recognised in the profit or loss statement, except to the extent it relates to a business combination, or when they relate to items that are recognised directly in equity or in other comprehensive income. Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax assets and liabilities are offset only if certain criteria are met. Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit, and differences relating to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of reversal and it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reduced when it is no longer probable that the related tax benefits will be realized. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become probable that future taxable profits will be available against which they can be used. Deferred tax assets and liabilities are offset only if certain conditions are met. Tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the profit or loss statement but is shown under other operating expenses.

Q. SEGMENT REPORTING

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. All operating segments’ operating results are reviewed regularly by management to make decisions about resources to be allocated to the segment and assess its performance. The result for each segment includes all income and expenses generated directly by this segment, as well as part of the income and expenses that can reasonably be allocated to this segment. The assets and liabilities allocated to a segment include as a minimum the assets and liabilities which are periodically reported to the Chief operating decision maker, being the Group’s CEO and the Executive Committee. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets.

R. EARNINGS PER SHARE

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

S. DISCONTINUED OPERATIONS

A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale; is part of a single coordinated plan to dispose of a separate major line of business or geographic area of operations or is a subsidiary acquired exclusively with a view to re-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.# 5. Financial report

NOTE 2 - SEGMENT REPORTING

When an operation is classified as a discontinued operation, the comparative profit or loss statement is restated as if the operation had been discontinued from the start of the comparative period.

In respect of joint ventures, the company continues to manage its operations based on internal management reports applying the principles of the proportionate consolidation method. The reconciliation of the segment reporting to the consolidated statement of financial position and the consolidated statement of profit or loss is presented in Note 3 Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements, no other differences exist.

The Group has 3 reportable segments. The Group’s operating segments reflect the level at which the Group’s CEO and the Executive Committee review the business and make decisions about the allocation of resources and other operating matters. These segments offer different products and services and are managed separately.

• The activities in the Shipping segment include the transportation of liquefied gas products such as Liquid Natural Gas (LNG), Liquid Petroleum Gas (LPG), ammonia and petrochemical gases.
• The Infrastructure segment provides innovative floating infrastructure solutions to the oil & gas industry both by making use of its asset portfolio and through developing new assets for near-shore and offshore production, processing, storage or other ancillary services.
• The segment Supporting services includes the specialized supporting services such as ship management services, travel services and manufacturing activities.

The company’s internal and management structure does not distinguish any geographical information (non-current assets and revenue per major country) as the company’s fleet is operated on a worldwide basis.

The intra-segment revenue mainly relates to management, supervision and crew services provided between segments.

Major shipping client Equinor (ex-Statoil) and Saudi Arabian Mining Company represented 24.55% (2021: 19.9%) and 12.37% (2021: 9.9%) of the revenue of the Shipping segment and 14.4% (2021: 14.3%) and 7.24% (2021: 7.1%) of the EXMAR Group revenue in 2022. The remaining part of the Shipping revenue is divided between 14 different customers.

Hyundai Heavy Industries Korea and Gasunie represented 29.1% (2021: 5.6) and 15.8% (2021: 0.0%) of the revenue of the Infrastructure segment. Both companies represented 6.4% (2021: 5.7) and 9.27% (2021: 0.0%) of the EXMAR Group revenue in 2022. In 2021, Gunvor represented 30.6% of the revenue of the Infrastructure segment and 5.7% of the EXMAR Group revenue, versus 0% in 2022. The percentages mentioned are calculated excluding settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2022.

Segment reporting 2022 (In thousands of USD)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

	Shipping	Infrastructure	Supporting services	Eliminations	Total
Revenue third party	139,882	76,099	23,026	0	239,007
Revenue intra-segment	1,530	39	7,928	-9,497	0
Royalty income	0	4,320	0	0	4,320
Total revenue	141,412	80,458	30,954	-9,497	243,328
Gain on disposal	385	315,659	3,489	0	319,533
Other operating income	3,239	1,193	264	-9	4,688
Operating income	145,036	397,311	34,706	-9,505	567,549
Operating result before depreciations, amortisations & impairment losses (EBITDA)	81,627	323,130	-3,080	0	401,676
Depreciations and amortisations	-47,859	-13,256	-1,233	0	-62,347
Impairment losses and reversals	8,975	4,859	-91	0	13,743
Operating result (EBIT)	42,743	314,733	-4,404	0	353,072
Interest income (non-intra-segment)	83	2,626	3,942	0	6,651
Interest income intra-segment	453	515	12,556	-13,525	0
Interest expenses (non-intra-segment)	-25,603	-6,575	-306	0	-32,484
Interest expenses intra-segment	-2,105	-10,905	-515	13,525	0
Other finance income	5,040	4,613	4,150	-1,000	12,803
Other finance expenses	-2,862	-9,636	-7,388	1,000	-18,885
Share of result of equity accounted investees (net of income tax)	0	0	269	0	269
Income tax expense	-919	1,007	-1,167	0	-1,079
Segment result for the period	16,831	296,378	7,139	0	320,348
Attributable to:
Non-controlling interest					30
Owners of the Company					320,318

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Shipping	Infrastructure	Supporting services	Eliminations	Total
Assets
Vessels and barges	507,669	211,930	0	0	719,599
Other property, plant and equipment	40	400	14,116	0	14,556
Intangible assets	0	19	206	0	225
Right-of-use assets	11,696	2,442	7,812	0	21,949
Investments in equity accounted investees	0	0	449	0	449
Borrowings to equity accounted investees	0	7,000	0	0	7,000
Loan receivables intra-segment	76,872	58,153	416,458	-551,483	0
Inventories	0	0	9,217	0	9,217
Restricted cash	1,778	0	0	0	1,778
Cash and cash equivalents	28,872	32,600	485,965	0	547,437
Assets held for sale	9,988	0	0	0	9,988
Total segment assets	636,915	312,544	934,222	-551,483	1,332,198
Unallocated other investments					5,432
Unallocated trade and other receivables					81,375
Trade and other receivables intra-segment	7,123	10,035	36,117	-53,275	0
Other unallocated assets					2,256
Total assets					1,421,260
Liabilities
Non-current borrowings	330,718	2,026	6,541	0	339,284
Current borrowings	92,909	10,465	1,386	0	104,759
Borrowings intra-segment	262,919	167,310	121,254	-551,483	0
Other payables	0	78,000	0	0	78,000
Non-current provisions	2,347	0	800	0	3,147
Total segment liabilities	688,892	257,801	129,980	-551,483	525,190
Unallocated equity					798,689
Unallocated trade and other payables					90,478
Trade and other payables intra-segment	22,243	21,035	9,996	-53,275	0
Unallocated other liabilities					6,903
Total equity and liabilities					1,421,260

CASH FLOW STATEMENT

	Shipping	Infrastructure	Supporting services	Total
Cash from operating activities	-20,686	-116,164	204,797	67,947
Cash from investing activities	2,578	619,892	-8,961	613,509
Cash from financing activities	11,121	-482,042	229,261	-241,660
Exchange rate fluctuations	568			568
Total cash flow	-6,988	21,685	425,098	440,364

ADDITIONAL INFORMATION

	Shipping	Infrastructure	Supporting services	Total
Capital expenditures	-21,778	-9,693	-317	-31,788
Proceeds from disposals	24,356	718	9	25,083

Segment reporting 2021 (In thousands of USD)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

	Shipping	Infrastructure	Supporting services	Eliminations	Total
Revenue third party	136,013	91,986	19,047	0	247,046
Revenue intra-segment	1,667	781	7,503	-9,951	0
Total revenue	137,680	92,767	26,550	-9,951	247,046
Gain on disposal	171	0	33	0	204
Other operating income	747	102	253	-113	990
Operating income	138,598	92,869	26,836	-10,064	248,239
Operating result before depreciations, amortisations & impairment losses (EBITDA)	65,054	54,420	-5,987	0	113,486
Depreciations and amortisations	-43,918	-17,225	-984	0	-62,126
Impairment losses and reversals	5,700	-20,063	-23	0	-14,385
Operating result (EBIT)	26,836	17,132	-6,994	0	36,975
Interest income (non-intra-segment)	-4	1,179	162	0	1,337
Interest income intra-segment	1	0	13,083	-13,084	0
Interest expenses (non-intra-segment)	-16,788	-13,197	-140	0	-30,125
Interest expenses intra-segment	-334	-12,749	-1	13,084	0
Other finance income	1,062	4,014	6,350	-1,000	10,426
Other finance expenses	70	-2,740	-1,812	1,000	-3,482
Share of result of equity accounted investees (net of income tax)	0	-1,638	138	0	-1,499
Income tax expense	-182	-695	-1,119	0	-1,997
Segment result for the period	10,660	-8,694	9,668	0	11,635
Attributable to:
Non-controlling interest					35
Attributable to owners of the Company					11,600

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	Shipping	Infrastructure	Supporting services	Eliminations	Total
Assets
Vessels and barges	555,353	409,128	0	0	964,481
Other property, plant and equipment	52	240	982	0	1,274
Intangible assets	0	14	68	0	82
Right-of-use assets	16,122	2,969	2,266	0	21,356
Equity accounted investees	0	2,969	2,400	0	5,369
Borrowings to equity accounted investees	0	9,848	-1,957	0	7,891
Loan receivables intra-segment	77,460	40,567	719,370	-837,397	0
Restricted cash	1,761	76,121	0	0	77,882
Cash and cash equivalents	35,843	10,869	60,362	0	107,074
Assets held for sale	17,709	0	0	0	17,709
Total segment assets	704,300	552,725	783,491	-837,397	1,203,119
Unallocated other investments					1,849
Unallocated trade and other receivables					70,462
Trade and other receivables intra-segment	737	438	43,848	-45,024	0
Other unallocated assets					2,684
Total assets					1,278,113
Liabilities
Non-current borrowings	413,621	116,216	1,665	0	531,502
Current borrowings	56,206	88,578	661	0	145,445
Borrowings intra-segment	204,601	500,971	131,824	-837,397	0
Non-current provisions	2,347	0	800	0	3,147
Current derivative financial instruments	0	0	0	0	0
Total segment liabilities	676,775	705,766	134,950	-837,397	680,094
Unallocated equity					536,502
Unallocated trade and other payables					59,474
Trade and other payables intra-segment	24,446	19,802	776	-45,024	0
Unallocated other liabilities					2,044
Total equity and liabilities					1,278,113

CASH FLOW STATEMENT

	Shipping	Infrastructure	Supporting services	Total
Cash from operating activities	48,645	26,710	88,766	164,121
Cash from investing activities	-135,473	-2,548	255	-137,765
Cash from financing activities	94,946	-21,611	-45,645	27,691
Exchange rate fluctuations	-706			-706
Total cash flow	8,119	2,551	43,376	53,341

ADDITIONAL INFORMATION

	Shipping	Infrastructure	Supporting services	Total
Capital expenditures	-141,768	-1,958	-250	-143,976
Proceeds from disposals	6,296	0	189	6,485

NOTE 3 - RECONCILIATION SEGMENT REPORTING

The financial information of each operating segment is reviewed by management using the proportionate consolidation method.# 5. Financial report

The below tables reconcile the financial information as reported in the consolidated statement of financial position and the consolidated statement of profit or loss (using the equity consolidation method as re- quired under IFRS 11) with the financial information disclosed in Note 2 Segment reporting (using the proportion- ate consolidation method).

Year ended December 31, 2022

(In thousands of USD)

	Proportionate consolidation	Difference	Equity consolidation
Revenue	243,328	-87,724	155,604
Gain on disposal	319,533	109	319,643
Other operating income	4,688	-3,086	1,601
Vessel expenses	-90,444	30,323	-60,121
Raw materials and consumables used (-)	-3,447	0	-3,447
General and administrative expenses	-39,623	330	-39,293
Personnel expenses	-32,333	0	-32,333
Depreciations and amortisations	-62,347	28,723	-33,624
Impairment losses and reversals	13,743	-8,975	4,768
Loss on disposal	0	0	0
Other operating expenses	-25	0	-25
Result from operating activities	353,073	-40,300	312,773
Interest income	6,651	473	7,125
Interest expenses	-32,484	10,530	-21,954
Other finance income	12,803	-3,278	9,525
Other finance expenses	-18,886	831	-18,055
Result before income tax and share of result of equity accounted investees	321,157	-31,743	289,414
Share of result of equity accounted investees (net of income tax)	269	31,737	32,007
Income tax expense	-1,079	6	-1,072
Result for the period	320,348	0	320,348

(In thousands of USD)

	Proportionate consolidation	Difference	Equity consolidation
Vessels and barges	719,599	-281,633	437,966
Other property, plant and equipment	14,556	0	14,556
Intangible assets	225	0	225
Right-of-use assets	21,949	-11,039	10,910
Investments in equity accounted investees	449	106,633	107,082
Borrowings to equity accounted investees	0	0	0
Deferred tax assets	1,071	0	1,071
Non-current assets	757,849	-186,039	571,810
Derivative financial asset	3,583	-3,010	573
Other investments	1,849	0	1,849
Inventories	9,217	0	9,217
Trade and other receivables	81,375	-14,286	67,089
Short term borrowings to equity accounted investees	7,000	0	7,000
Current tax assets	1,185	0	1,185
Restricted cash	1,778	-1,778	0
Cash and cash equivalents	547,437	-27,884	519,553
Assets held for sale	9,988	-9,988	0
Current assets	663,411	-56,946	606,465
Total assets	1,421,260	-242,985	1,178,276
Equity	798,689	1	798,691
Borrowings	339,284	-171,736	167,548
Other payables	78,000	0	78,000
Employee benefits	1,040	0	1,040
Non-current provisions	3,147	-2,347	800
Deferred tax liabilities	2,982	0	2,982
Non-current liabilities	424,453	-174,083	250,370
Borrowings	104,759	-53,960	50,800
Trade and other payables	90,478	-14,936	75,542
Current tax liability	2,881	-8	2,873
Current liabilities	198,118	-68,903	129,215
Total equity and liabilities	1,421,260	-242,985	1,178,276

Year ended December 31, 2021

(In thousands of USD)

	Proportionate consolidation	Difference	Equity consolidation
Revenue	247,046	-98,816	148,229
Gain on disposal	204	-151	52
Other operating income	990	0	990
Vessel expenses	-80,634	35,565	-45,068
General and administrative expenses	-25,149	613	-24,536
Personnel expenses	-27,355	6	-27,349
Depreciations and amortisations	-62,126	30,762	-31,364
Impairment losses and reversals	-14,385	-3,200	-17,585
Loss on disposal	-143	43	-100
Other operating expenses	-1,473	585	-888
Result from operating activities	36,975	-34,593	2,382
Interest income	1,337	200	1,537
Interest expenses	-30,125	14,599	-15,526
Other finance income	10,426	-229	10,198
Other finance expenses	-3,482	-3,303	-6,785
Result before income tax and share of result of equity accounted investees	15,131	-23,326	-8,195
Share of result of equity accounted investees (net of income tax)	-1,499	23,268	21,769
Income tax expense	-1,997	58	-1,939
Result for the period	11,635	0	11,635

(In thousands of USD)

	Proportionate consolidation	Difference	Equity consolidation
Vessels and barges	964,481	-316,045	648,436
Other property, plant and equipment	1,274	0	1,274
Loan receivables intra-segment	82	0	82
Right-of-use assets	21,356	-15,356	6,000
Investments in equity accounted investees	5,369	81,391	86,760
Borrowings to equity accounted investees	5	24,756	24,760
Derivative financial asset	759	-759	0
Deferred tax assets	0	0	0
Non-current assets	993,326	-226,013	767,312
Derivative financial asset	920	0	920
Other investments	1,849	0	1,849
Trade and other receivables	70,462	-15,308	55,154
Short term borrowings to equity accounted investees	7,887	7,520	15,407
Current tax assets	1,003	0	1,003
Restricted cash	77,882	-1,761	76,121
Cash and cash equivalents	107,074	-35,945	71,130
Assets held for sale	17,709	-5,209	12,500
Current assets	284,787	-50,703	234,083
Total assets	1,278,113	-276,716	1,001,395
Equity	536,502	1	536,503
Borrowings	531,502	-217,686	313,816
Employee benefits	730	0	730
Non-current provisions	3,147	-2,347	800
Non-current liabilities	535,379	-220,032	315,347
Borrowings	145,445	-34,450	110,995
Trade and other payables	59,474	-22,233	37,241
Current tax liability	1,314	-5	1,309
Current derivative financial instruments	0	0	0
Current liabilities	206,233	-56,687	149,546
Total equity and liabilities	1,278,113	-276,719	1,001,395

NOTE 4 – DIVESTITURES

Sale of 100% shares in Export LNG Ltd, owner of the TANGO FLNG

Per June 30, 2022, the assets and liabilities of Export LNG Ltd, a 100% subsidiary, were presented as held for sale. On August 5, 2022, EXMAR and Eni entered into a share purchase agreement to sell all the shares of Export LNG Ltd, the owning company of the floating liquefaction unit TANGO FLNG. The balance sheet of Export LNG Ltd, at June 30, 2022 can be detailed as follows:

(In thousands of USD)

	Balance as per 30 June 2022
Barge	256,180
Trade and other receivables	281
Restricted cash	76,182
Cash and cash equivalents	67
Total assets held for sale	332,710
Borrowings	-121,640
Trade and other payables	-3,943
Total liabilities held for sale	-125,583

As of August 17, 2022, EXMAR repaid the outstanding borrowings towards Bank of China for the financing of the TANGO FLNG and the related restricted cash balance was released (see Notes 28 Borrowings and 25 Restricted cash and cash and cash equivalents respectively).

On August 26, 2022, the share sale with Eni was closed for a cash consideration of USD 646.7 million, still subject to a price adjustment between plus USD 44.0 million and minus USD 78.0 million, depending on the actual perfor- mance of the TANGO FLNG during the first six months on site. In this respect, EXMAR deferred revenue of USD 78.0 million and recorded this as a contingent consideration liability, which will be evaluated in 2024.

EXMAR realized a gain of USD 315.7 million on this transaction (see Note 7 Gain on disposals).

The sale of the shares of Export LNG triggered a repayment and termination of the USD 50.0 million Sequoia credit - facility, which was used in its entirety at the end of June 2022. Repayment occurred on August 29, 2022 (see also Note 28 Borrowings).

NOTE 5 - BUSINESS COMBINATIONS AND OTHER SHARE DEALS

Bexco NV – business combination

Bexco NV is a leading European manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications, based in Belgium. The Group owned 44.91% of the shares and up till October 31, 2022 Bexco NV was included in the consolidated financial statements as an equity accounted in- vestee. On November 1, 2022, the Group acquired the remaining 55.09% shares of Bexco NV and since included in full in the consolidated financial statements.

In accordance with IFRS 3 Business combinations, Exmar Group remeasured its previously held 44.91% interest at acquisition date fair value and a gain of USD 3.1 million was recognized in profit and loss, net of a loss of USD 0.8 million from recycling the currency translation adjustment (see Note 7 Gain on disposal).

The assets acquired and liabilities assumed were recognized at 100% of their fair value and determined the badwill. The fair value of the identifiable assets and liabilities of Bexco NV at acquisition date can be detailed as follows:

(In thousands of USD)

	Fair value on acquisition date
Assets
Property, plant & equipment	13,069
Intangible assets	155
Right-of-use assets	5,609
Inventories	11,389
Trade and other receivables	8,002
Cash and cash equivalents	532
	38,756
Liabilities
Non-current borrowings	4,762
Deferred tax liability	2,869
Short-term borrowings	2,922
Trade and other payables	9,867
	20,419
Total identifiable net assets at fair value	18,337
Fair value of previously held investment of 44.9%	8,245
Consideration transferred for the additional 55.09% interest acquired	9,701
Total consideration	17,945
Badwill arising on acquisition	-392

The determination of the fair values of property, plant and equipment was based on external valuation reports. Inventories were fair valued based on the expected sales price minus estimated selling costs. Trade and other receivables were recorded at their nominal value as the full contractual amounts are expected to be collectible.

A minor badwill of USD 0.4 million arose in the acquisition of Bexco and has been recorded directly in profit in the caption “Gain on disposal” (see Note 7 Gain on disposal).

From acquisition date, Bexco NV has contributed USD 7.3 million in revenue. Had this business combination been effected at January 1, 2022, the revenue of the Group would have been USD 21.3 million higher.

Solaia Shipping LLC

On August 30, 2022, EXMAR signed an agreement with SEAPEAK Maritime Holdco LLC, to increase its ownership share in Solaia Shipping LLC (“Solaia”) from 50% to 100%. Solaia is the owner of the EXCALIBUR LNG carrier. On September 20, 2022, the transaction was closed and after dry dock, the EXCALIBUR was converted into a FSU. As from October 2022, the EXCALIBUR is employed under a 10-year charter agreement for the Eni project.# 5. Financial report

We also refer to Note 4 Divestitures for additional information on the transaction with Eni. This transaction does not meet the definition of a “business” as specified under IFRS 3 and thus no acquisition method of accounting can be applied. Instead, EXMAR acquired the underlying “asset” and consequently record- ed the additional 50% stake in the EXCALIBUR at its agreed price of USD 8.8 million, net of debt. See also Note 14 Vessels and barges.

NOTE 6 – REVENUE

(In thousands of USD)

	2022	2021
Shipping segment	51,936	36,414
Infrastructure segment - ordinary revenue	78,152	32,710
Infrastructure segment - settlement fees	0	56,840
Supporting services segment - ordinary revenue	25,517	21,768
Supporting services segment - settlement fees	0	497
Revenue	155,604	148,229

The increase in total revenue at the Shipping segment is mainly a result of the new charter agreements for the two new build VLGC’s, FLANDERS INNOVATION (since mid-August 2021) and FLANDERS PIONEER (since November 2021) included for a full year in 2022 and higher time-charter rates for the pressurized fleet. Ordinary revenue at the Infrastructure segment increased significantly in 2022 as a result the employment of the FRSU EEMSHAVEN LNG, previously named FSRU S188, (generating hire income as well as income from recharged variation orders and the mobilisation fees since mid August 2022), higher license and engineering revenue from different projects and the employment of the EXCALIBUR, now owned for 100%, as from the fourth quarter of 2022. In 2021, Gunvor cancelled the charter agreement of the FSRU S188 and paid an early termination fee of USD 56.8 million. The increase in revenue at the Supporting services is the combined effect of Bexco NV entering into the consol- idation scope of the Group since November 2022 (contribution of USD 7.3 million), see Note 5 business combina- tions, higher revenue at Travel Plus after the covid pandemic, offset by lower ship management revenue due to less vessels under management. Revenue which falls within the scope of IFRS 16 Leasing represented 43.0% (2021: 46.1%) of total revenue and is mainly situated in the Shipping segment. Revenue which falls within the scope of IFRS 15 Revenue from contracts with customers represented 57.0% (2021: 53.9%) of total revenue and is mainly situated in the Infrastructure and Supporting services segment. The percentages mentioned are calculated excluding settlement fees. Major shipping clients Equinor (ex-Statoil) and Nippon Gas Line Co represented 53.6% (2021: 28.2%) and 21.2% (2021: 29.0%) respectively of the revenue of the Shipping segment. Both clients contributed 17.9% (2021: 11.3%) and 7.1% (2021: 11.6%) respectively to the EXMAR Group revenue in 2022. Gasunie and Hyundai Heavy Indus- tries Korea represented 28.4% (2021: 0.0%) and 19.6% (2021: 6.1%) of the revenue of the Infrastructure segment. Both clients represented 14.2% (2021: 0.0%) and 9.8% (2021: 2.2%) of the EXMAR Group revenue in 2022. In 2021, Gunvor contributed 32.9% of the revenue of the Infrastructure segment and 11.8% of the EXMAR Group revenue, compared to 0% in 2022. The percentages mentioned are also calculated excluding settlement fees. No other cus- tomers represent more than 10.0% of the EXMAR Group revenue in 2022.

(In thousands of USD)

	2022	2021
Trade receivables, included in trade and other receivables (current + non-current)	39,344	43,987
Contract assets, included in trade and other receivables	7,743	2,839
Contract liabilities, included in trade and other payables	11,056	6,479
Contract balances	58,143	53,305

The decrease in trade and other receivables in 2022 is primarily the result of the receipt of the remaining YPF settle- ment fee (USD 24.4 million) in accordance with the agreed payment schedule, partially offset by Bexco NV entering into the consolidation scope and receivables related to the new (2022) charter and/or service agreements related to EEMSHAVEN LNG, TANGO FLNG and EXCALIBUR. The contract assets mainly relate to the Group’s rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. The contract liabilities primarily relate to invoices issued in respect of vessel income (prepaid hire) and advances charged for planned services. The increase in contract assets and contract liabilities mainly results from the services delivered/to be delivered to the three assets mentioned above.

NOTE 7 – GAIN ON DISPOSAL

At year-end 2022, Exmar realized a non-recurring gain on disposals of USD 319.6 million which can be detailed as follows:

(In thousands of USD)

	2022	2021
Gain on sale of shares of Export LNG	315,654	0
Gain on derecognition Bexco NV	3,474	0
Other	515	52
Gain on disposal	319,643	52

As a result of the sale of the 100% shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August 2022, EXMAR realized a non-recurring gain of USD 315.7 million. We refer to Note 4 Divestitures for additional in- formation. On November 1, 2022, EXMAR acquired the remaining 55.09% shares of Bexco NV for a consideration of USD 9.7 million. Until that date, Bexco NV was accounted for as an equity accounted investee and the derecognition thereof resulted in a net gain of USD 3.1 million, i.e. after recycling a USD 0.8 million currency translation loss. Since obtain- ing control from November 2022 onwards, Bexco is included in full in the Group’s consolidated financials and the assets acquired and assumed liabilities were recorded at fair value, resulting in a badwill of USD 0.4 million. This badwill was directly recorded in profit and included within the caption Gain on disposal. See also Note 5 Business combinations and other share deals.

NOTE 8 - VESSEL EXPENSES

(In thousands of USD)

	2022	2021
Vessel expenses crew	-28,287	-23,850
Vessel expenses maintenance	-23,931	-14,136
Vessel expenses insurance	-2,759	-2,693
Vessel expenses other	-5,144	-4,389
Vessel expenses	-60,121	-45,068

Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and other related expenses. The significant increase in the vessel expenses is mainly a result of the change from lay-up status to start-up and commercial operations of the EEMSHAVEN LNG since the summer of 2022 and the full year employment in 2022 of the two new VLGC’s: FLANDERS INNOVATION and FLANDERS PIONEER.

NOTE 9 – PURCHASE OF GOODS

As from November 1, 2022, EXMAR reports purchases of goods which results from the business activities of Bexco NV that became a subsidiary of the Group as from that date (see Note 5 Business combinations).

NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES

(In thousands of USD)

	2022	2021
Administrative expenses	-33,393	-22,637
Office expenses	-1,386	-2,438
Travel expenses	-2,488	-2,085
IT & communication expenses	-2,409	-2,073
Fees	-15,739	-7,739
Other fees	-10,579	-7,693
Insurance	-793	-619
Freight charges	-1,740	0
Non-income based taxes	-2,844	-1,256
Other expenses	-1,316	-643
General and administrative expenses	-39,293	-24,536

During 2022, fees increased as a result of specific project work for Eni in relation to the operability of the TANGO FLNG and higher engineering fees, primarily in connection with the Shenandoah project. Other fees, mainly director and management consultancy services, increased in 2022 due to larger and supple- mentary consultancy projects. Freight charges are related to the Bexco activities since their inclusion in the consolidation scope (see Note 5 Busi- ness combinations and other share deals). In 2022, non-income based taxes include non-deductible withholding taxes of USD 1.2 million related to the Eni project in Congo.

NOTE 11 - PERSONNEL EXPENSES

(In thousands of USD)

	2022	2021
Salaries and wages	-27,492	-22,568
Social security charges	-4,263	-3,991
Employee benefit, defined benefit and defined contribution plan	-577	-789
Personnel expenses	-32,333	-27,349

At year-end	2022	2021
Seagoing	1,508	1,615
Staff	418	234
Number of personnel members	1,926	1,849

Salaries and wages increased primarily because of higher number of engineers and technical employees for amongst others the Shenandoah project and the inclusion of Bexco since November 2022 in the consolidation scope (re- spectively within the Infrastructure and Services segments). The number of personnel members represents the effective number of personnel members in service per period end (including the seagoing employees of our equity accounted investees). A significant part of EXMAR’s seagoing personnel is employed on the assets held or operated by EXMAR’s equity ac- counted investees, the related expense is not included in the personnel expenses or crew expenses disclosed above.

NOTE 12 - FINANCE INCOME / EXPENSES

(In thousands of USD)

	2022	2021
Interest income on borrowings to equity accounted investees	1,929	1,508
Interest income on cash and cash equivalents	5,196	29
Interest income	7,125	1,537
Interest expenses on borrowings	-21,954	-15,526
Interest expenses	-21,954	-15,526

The interest income on borrowings to equity accounted investees relates to interests charged to the equity ac- counted investees on the borrowings provided by EXMAR and increased as a result of higher average outstanding balances. We refer in this respect also to Note 19 Borrowings to equity accounted investees. Interest income on cash and cash equivalents increased significantly thanks to the higher cash position of EXMAR after the proceeds of the sale of the shares of Export LNG Ltd, owner of TANGO FLNG (see Note 4 Divestitures).# 5. Financial report

Interest expenses relate to EXMAR’s borrowings as disclosed in Note 28 Borrowings and the increase of USD 6.4 million is mainly the combined effect of (i) the financing of the two new VLGC’s since mid 2021 (USD 5.3 million), (ii) the effective interest correction on the pressurized fleet following the exercise of the early buy-out option (USD 5.5 million, of which USD 3.3 million is an adjustment of the historic interest expense of prior financial years ¹) (both Shipping segment), offset by (iii) lower interests in the Infrastructure segment due to the repayment of the NOK bond (USD 3.3 million) at maturity end May 2022 and lower margins and early repayment of the Bank Of China loan facility in August 2022 upon the sale of the shares of Export LNG Ltd, owner of TANGO FLNG (USD 1.8 million).

(In thousands of USD)

	2022	2021
Realised exchange gains	2,967	2,237
Unrealised exchange gains	2,418	6,270
Dividend income from non-consolidated companies	18	16
Equity securities measured at FVTPL	280	662
Fair value gain on financial instruments	934	920
Premium refund	2,497	0
Other	410	92
Other finance income	9,525	10,198
Realised exchange losses	-6,324	-928
Unrealised exchange losses	-1,236	-1,933
Amortisation transaction costs	-7,504	-2,674
Banking fees	-2,280	-922
Other	-711	-328
Other finance expenses	-18,055	-6,785

The realized exchange gains, net of the settlement loss of related derivative assets, primarily relate to the NOK bond repayment in May 2022. The unrealized exchange gains decreased as 2021 included USD 2.4 million gains on the translation of the NOK bond into USD. As a result of the early repayment of the Bank of China loan, the Group obtained a refund of USD 2.5 million on previously paid credit insurance premiums. The realized exchange losses of 2022 include USD 5.6 million loss on the settlement of EUR-USD short-term swaps. The amortisation of the transaction costs increased due to the accelerated recognition of the capitalized financing fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements (see also Note 28 Borrowings). Related to this, EXMAR paid a cancellation fee to Sequoia of USD 1.0 million, which primarily explains the increase in “Banking fees”.

¹ The USD 3.3 million interest expense adjustment relates to the correction of an error regarding the accounting for sale & lease back transactions dating back to 2019 for four pressurized vessels. These sale and lease back transactions were accounted for in accordance with IAS 17 whereas IFRS 16 became applicable in 2019. The impact was considered as not material and therefore included as a current year adjustment.

138

5. Financial report

Finance income and expense directly recognized in equity

(In thousands of USD)

	2022	2021
Equity accounted investees - share of other comprehensive income	1,944	618
Foreign currency translation differences	577	-1,521
Finance income/expense recognised directly in equity	2,521	-903
Recognised in:
Translation reserve	265	-1,942
Hedging reserve	2,249	1,059
Non-controlling interest	7	-20
	2,521	-904

The movement of the translation reserve is mainly the consequence of the evolution of the USD/EUR exchange rate. In certain of our equity accounted investees, interest rate swaps (IRS) contracts were signed to cover their exposure on variable interest rates.

NOTE 13 - INCOME TAXES

(In thousands of USD)

	2022	2021
Taxes current period	-1,717	-1,945
Prior year adjustments	-314	6
Income taxes	-2,030	-1,939
Deferred income taxes	958	0
Income taxes	-1,072	-1,939

RECONCILIATION

	2022	2021
Result before income tax	321,420	13,574
Tax at domestic tax rate -25.00%	-80,355	-3,393
Tax impact on share of profit of equity accounted investees	8,001	5,442
Increase/decrease resulting from:
Effects of tax rates in foreign jurisdictions	-3,807	-4,621
Non-deductible expenses	-2,316	-244
Other taxes	-79	-803
Current year tax losses/ credits for which no deferred tax asset has been recognised	-112	-10,225
Use of tax credits, tax losses carried forward,... for which no DTA was recognised before	389	15,706
Unused tax losses under the Belgian tonnage tax regime	-1,472	-3,429
Tax exempt income	78,993	-149
Adjustments in respect of prior years	-316	-223
Reconciliation of the effective tax rate	-0.3%	-14.29%
	-1,072	-1,939

The tax exempt income related primarily to the gain on disposal of 100% of the shares of Export LNG (see note 4 Divestitures).

5. Financial report

139

NOTE 14 - VESSELS AND BARGES

(In thousands of USD)

Cost

	Shipping	Infrastructure	Under construction - advance payments	Total
Balance as per January 1, 2021	122,350	487,173	33,163	642,684
Changes during the financial year
Acquisitions	4,188	1,516	128,878	134,582
Borrowing costs	0	0	720	720
Reclassification	1,909	0	0	1,909
Transfers	162,761	0	-162,761	0
Balance as per December 31, 2021	291,208	488,688	0	779,896
Balance as per January 1, 2022	291,208	488,688	0	779,896
Changes during the financial year
Acquisitions	5,656	14,212	0	19,867
Increase through share deal	0	39,860	0	39,860
Disposals	0	-300,053	0	-300,053
Reclassification	34	-713	0	-679
Balance as per December 31, 2022	296,898	241,993	0	538,891

Depreciations and impairment losses

	Shipping	Infrastructure	Total
Balance as per January 1, 2021	29,723	51,539	81,261
Changes during the financial year
Depreciations	13,691	15,600	29,291
Disposals	1,908	0	1,908
Balance as per December 31, 2021	45,322	86,139	131,461
Balance as per January 1, 2022	45,322	86,139	131,461
Changes during the financial year
Depreciations	19,837	11,801	31,638
Impairments	0	-18,300	-18,300
Disposals	0	-43,874	-43,874
Balance as per December 31, 2022	65,159	35,766	100,925

Net book value

	Shipping	Infrastructure	Total
Net book value as per December 31, 2021	245,887	402,549	648,436
Net book value as per December 31, 2022	231,739	206,227	437,966

140

5. Financial report

In 2022, the acquisitions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure segments. EXMAR, Infrastructure segment, acquired the EXCALIBUR vessel on September 20, 2022 following the acquisition of the remaining 50% shares of Solaia Shipping LLC. and valued the vessel at USD 40.0 million. We refer to Note 5 Business combinations and other share deals. On August 26, 2022 the floating liquefaction unit TANGO FLNG with a net book value of USD 256.2 million was transferred to Eni following the closing of the share purchase agreement signed between the parties (see Note 4 Divestitures for a description of the transaction). The acquisitions in 2021 mainly relate to the VLGC’s, FLANDERS INNOVATION and FLANDERS PIONEER for which advances of USD 33.2 million were paid in previous years. These vessels were delivered end June 2021 and September 2021 respectively and at that moment transferred to the Shipping segment (total acquisition cost including first outfitting costs and capitalized dry-dock expenses of USD 167.0 million). The vessels are pledged as a security for the related underlying liabilities. We refer to Note 28 Borrowings for more information in respect of these underlying liabilities.

Impairment

For the wholly-owned fleet, internal and external triggers are evaluated which indicate that the carrying value of the fleet should be tested for impairment. The carrying amount of the fleet is compared to the recoverable amount, which is the higher of the fair value less cost to sell and the value in use. The fair value less costs to sell is based upon the average fair market value as determined by two independent ship brokers or recent market transactions of comparable assets. This market value is corrected with an average brokerage commission to be paid when a vessel is sold. The value in use is based upon the estimated future cash flows discounted to their present value and reflecting current market assessments relating to freight rate estimates, employment and operating expenses. The value in use model also includes assumptions taken amongst others with respect to future hire paid, contract duration and number of months’ interval between two contracts. The operating cash flows are based on internal information and a sensitivity analysis is performed on each assumption. The discounted cash flow model used by management includes estimated cash flows for the remaining lifetime of the wholly-owned fleet. Three-year cash flow forecasts are estimated by management based upon the past experience as well as current market expectations regarding volumes and freight rates going forward. Freight rates as well as operating expenses subsequent to this three-year period are expected to change in line with estimated inflation afterwards. The discount rate used is a weighted average cost of capital of 7.6% for the Shipping LPG segment (2021: 5.5%), 9.5% for the Shipping LNG segment (2021: 6.0%) and 11.0% for the Infrastructure segment (2021: 9.2%). In 2021, the early termination of the charter agreement of the FSRU S188 triggered an impairment charge of USD 19.0 million, which was based on the fair value less cost to sell at that time. Since March 2022, the Russia-Ukraine conflict has resulted in significantly higher energy prices and higher demand of LNG units. A five-year charter agreement for the FSRU S188 (thereafter renamed to “EEMSHAVEN LNG”) was signed with GASUNIE LNG Holdings BV, with hire income starting as from mid-August 2022. Consequently, and based on the fair value as determined by two independent brokers of the EEMSHAVEN LNG, an impairment charge of USD 18.3 million was reversed as of June 30, 2022. For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned fleet. We refer to Note 17 Investments in equity accounted investees in this respect.

5.# 5. Financial report

NOTE 15 - OTHER PROPERTY, PLANT AND EQUIPMENT

(In thousands of USD)

Cost	Land and buildings	Machinery and equipment	Furniture and movables	Total
Balance as per January 1, 2021	4,314	1,411	4,319	10,044
Changes during the financial year
Acquisitions	0	43	207	250
Disposals	0	-509	-937	-1,446
Exchange differences	-332	14	-125	-443
Balance as per December 31, 2021	3,981	959	3,464	8,404
Balance as per January 1, 2022	3,981	959	3,464	8,404
Changes during the financial year
Acquisitions	49	184	321	554
Increase through business combinations	7,206	5,815	48	13,069
Disposals	0	12	-369	-357
Exchange differences	-156	50	-98	-203
Balance as per December 31, 2022	11,081	7,020	3,366	21,467

Depreciations and impairment losses	Land and buildings	Machinery and equipment	Furniture and movables	Total
Balance as per January 1, 2021	3,576	1,321	3,466	8,363
Changes during the financial year
Depreciations	32	68	238	338
Disposals	0	-509	-687	-1,196
Exchange differences	-277	12	-109	-375
Balance as per December 31, 2021	3,331	892	2,908	7,130
Balance as per January 1, 2022	3,331	892	2,908	7,130
Changes during the financial year
Depreciations	64	170	214	448
Disposals	0	-14	-356	-370
Exchange differences	-194	-20	-84	-298
Balance as per December 31, 2022	3,202	1,027	2,681	6,910

Net book value	Land and buildings	Machinery and equipment	Furniture and movables	Total
Net book value as per December 31, 2021	651	67	556	1,274
Net book value as per December 31, 2022	7,879	5,993	684	14,557

The increase in net book value during 2022 of USD 13.3 million mainly relates to the acquisition of Bexco NV as a 100% subsidiary, i.e. USD 7.2 million land and buildings and USD 5.8 million manufacturing machinery and equipment (see note 5 Business combinations and other share deals for the details of the transaction).

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5. Financial report

NOTE 16 - RIGHT-OF-USE ASSETS

The Group has initially applied IFRS 16 from January 1, 2019. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments (we refer to Note 28 Borrowings in respect of right-of-use lease liabilities).

(In thousands of USD)

COST	Property	IT equipment	Total
Balance as per January 1, 2021	6,586	625	7,211
Changes during the financial year
Additions	2,897	92	2,990
Terminations	-2,085	-267	-2,352
Exchange differences	-64	-3	-67
Contract re-measurement/contract modification	1,340	0	1,340
Balance as per December 31, 2021	8,675	446	9,121
Balance as per January 1, 2022	8,675	446	9,121
Changes during the financial year
Additions	-25	791	766
Increase through business combinations	5,609	0	5,609
Terminations	-241	-71	-312
Exchange differences	-178	-15	-194
Contract re-measurement/contract modification	162	-1	161
Balance as per December 31, 2022	14,002	1,151	15,153

DEPRECIATIONS AND IMPAIRMENT LOSSES	Property	IT equipment	Total
Balance as per January 1, 2021	3,386	364	3,750
Changes during the financial year
Depreciations	1,487	181	1,668
Terminations	-2,083	-267	-2,351
Exchange differences	59	-5	54
Balance as per December 31, 2021	2,848	273	3,121
Balance as per January 1, 2022	2,848	273	3,121
Changes during the financial year
Depreciations	1,294	194	1,488
Terminations	-241	-71	-312
Exchange differences	-42	-13	-55
Balance as per December 31, 2022	3,859	384	4,242

NET BOOK VALUE	Property	IT equipment	Total
Net book value as per December 31, 2021	5,827	173	6,000
Net book value as per December 31, 2022	10,143	767	10,910

The increase in the net book value of the right-of-use assets by USD 4.9 million in 2022 is primarily a result of the Bexco business combination (see also note 5).

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5. Financial report

NOTE 17 – INVESTMENTS IN EQUITY ACCOUNTED INVESTEES

The change in investments in equity accounted investees can be detailed as follows:

(In thousands of USD)

	2022	2021
Balance as per January 1	86,760	64,324
Changes during the period:
Share in profit/(loss)	32,007	21,769
Decrease through business combinations and other share deals	-11,552	0
Dividends	-2,079	-379
Change in allocated negative net assets (1)	0	335
Exchange differences	-305	-441
Changes in other comprehensive income equity accounted investees	2,249	1,059
Other	2	93
Balance as per December 31	107,082	86,760

(1) The equity accounted investees for whom the share in the net assets is negative, are allocated to other components of the investor’s interest in the equity accounted investee (i.e. primarily deducted from receivables) if such components exists. In case the negative net asset exceeds the investor’s interest, a corresponding liability is recognized only to the extent that the Group has a legal or constructive obligation. In total, an amount of USD 2.0 million was netted in respect of negative net assets at year-end 2021.

The share in the profit of equity accounted investees increased from USD 21.8 million to USD 32.0 million primarily due to the contribution of the SEAPEAK LPG joint ventures, that benefited from higher time charter rates, lower operating expenses and higher other finance income. During 2022, EXMAR acquired the remaining shares of Bexco NV and Solaia Shipping LLC of respectively 55.1% and 50.0% (see Note 5 Business combinations and other share deals for additional information). Consequently, these entities are no longer equity accounted investees and are fully consolidated since the date of obtaining control. The part of EXMAR in the results of 2022 until the date of control is still included in the profit and loss statement “Share of result in equity accounted investees (net of income tax)”.

EXMAR has provided guarantees to financial institutions that granted credit facilities to her equity accounted investees. As of December 31, 2022 an amount of USD 541.6 million (2021: USD 473.8 million) was outstanding under such loan agreements, of which EXMAR has guaranteed USD 270.8 million (2021: USD 236.9 million). We refer in this respect also to Note 32 Financial risks and financial instruments. EXMAR did not incur material contingent liabilities versus its equity accounted investees. No other commitments than the earlier mentioned guarantees are provided by EXMAR to its equity accounted investees.

Following regulatory requirements or borrowing arrangements, our joint ventures or associates may be restricted to make cash distributions such as dividend payments or repayments of shareholder loans. Under the borrowing arrangements our joint ventures or associates may only make a distribution if no event of default or no breach of any covenant would result from such distribution. Under corporate law, dividend distributions are restricted if the net assets would be less than the amount of paid up capital plus any reserves that cannot be distributed.

For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned fleet. We refer to Note 14 Vessels and barges for more information in this respect.

In 2022, EXMAR accounted for a share in the profit of the equity accounted investees (USD 32.0 million), which is positively impacted by the reversal of impairment charges on 3 vessels (representing USD 9.0 million for EXMAR’s share in profit). During 2021, impairment charges were reversed for three vessels sold and one vessel classified as held for sale at year-end (positive impact of USD 3.2 million on EXMAR’s share in profit).

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5. Financial report

NOTE 18 - FINANCIAL INFORMATION EQUITY ACCOUNTED INVESTEES

EXMAR has no liabilities towards its equity accounted investees and has the following assets:

(In thousands of USD)

	2022	2021
Investments in equity accounted investees:
Joint ventures	106,625	81,390
Associates	457	5,370
Borrowings to equity accounted investees:
Long-term	0	24,760
Short-term (or current portion of long-term)	7,000	15,407
Trade and other receivables (see also Note 36 Related parties)
Gross balance	10,977	6,373
Impairment	-6,903	0
Total	118,157	133,300

Its investments at year-end 2022 can be detailed as follows:

Joint ventures	Segment activities	JV partner	Description
Estrela Ltd	Infrastructure	ASS	Owner of the accommodation barge NUNCE
EXMAR Gas Shipping Ltd	Shipping	SEAPEAK	Previously owner of the midsize vessel TOURAINE
EXMAR LPG BV	Shipping	SEAPEAK	Holding company for EXMAR-Seapeak activities
EXMAR Shipping BV	Shipping	SEAPEAK	Owner of 18 midsize carriers, of which two carriers under finance lease and one held for sale
Good Investment Ltd	Shipping	SEAPEAK	Time-charter agreement of the VLGC BW TOKYO
Monteriggioni Inc	Shipping	MOL	Owner of the LNG carrier EXCEL which was sold during 2017 - dormant since

Associates	Segment activities	Ownership%	Description
Marpos NV	Supporting services	45.00%	Provides waste solutions for maritime industry
Electra Offshore Ltd	Infrastructure	40.00%	Owner of the accommodation barge WARIBOKO
Exview Hong Kong Ltd	Infrastructure	40.00%	Bareboat owner of the accommodation barge WARIBOKO
Springmarine Nigeria Ltd	Infrastructure	40.00%	Time-charter agreement for the accommodation barge WARIBOKO

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5. Financial report

(In thousands of USD)

JV partner	Seapeak	MOL	Seapeak	ASS	Seapeak	Seapeak	Seapeak	MOL	Seapeak	ASS	Anglo- Eastern	Total
Ownership percentage	50%	50%	50%	50%	50%	45%	45%	40%	40%	40%
Entity
Total
Non current assets	613,933	0	0	11,410	0	0	404	2,675	0	0		628,422
Current assets	48,672	4,725	0	4,962	0	0	1,207	14,852	0	0		74,418
of which cash and cash equivalents	37,665	4,725	0	4,932	0	0	657	57	0	0		48,036
Non current liabilities	355,773	4,693	0	0	0	0	0	8,445	0	0		368,911
of which bank borrowings	340,515	0	0	0	0	0	0	0	0	0		340,515
of which finance leases	2,958	0	0	0	0	0	0	0	0	0		2,958
of which other borrowings	0	0	0	0	0	0	0	2,225	0	0		2,225
Current liabilities	161,607	56	0	609	0	0	595	28,794	0	0		191,661
of which bank borrowings	4,033	0	0	0	0	0	0	0	0	0		4,033
of which finance leases	103,249	0	0	0	0	0	0	0	0	0		103,249
of which other borrowings	0	0	0	0	0	0	0	14,190	0	0		14,190
Revenue	172,129	0	0	10,220	0	17,471	2,254	0	0	0		202,074
Depreciation and amortization	52,754	0	2,941	1,751	0	661	71	0	0	0

(In thousands of USD)

JV partner	Seapeak	MOL	Seapeak	ASS	Seapeak	Seapeak	Seapeak	MOL	Seapeak	ASS	Anglo- Eastern	Total
Monte- riggioni	Solaia Shipping	Estrela Ltd	AEX	BEXCO	Marpos	Total Wariboko companies
Ownership percentage	50%	50%	50%	50%	50%	45%	45%	40%	40%	40%
Entity
Total
Non current assets	613,933	0	0	11,410	0	0	404	2,675	0	0		628,422
Current assets	48,672	4,725	0	4,962	0	0	1,207	14,852	0	0		74,418
of which cash and cash equivalents	37,665	4,725	0	4,932	0	0	657	57	0	0		48,036
Non current liabilities	355,773	4,693	0	0	0	0	0	8,445	0	0		368,911
of which bank borrowings	340,515	0	0	0	0	0	0	0	0	0		340,515
of which finance leases	2,958	0	0	0	0	0	0	0	0	0		2,958
of which other borrowings	0	0	0	0	0	0	0	2,225	0	0		2,225
Current liabilities	161,607	56	0	609	0	0	595	28,794	0	0		191,661
of which bank borrowings	4,033	0	0	0	0	0	0	0	0	0		4,033
of which finance leases	103,249	0	0	0	0	0	0	0	0	0		103,249
of which other borrowings	0	0	0	0	0	0	0	14,190	0	0		14,190
Revenue	172,129	0	0	10,220	0	17,471	2,254	0	0	0		202,074
Depreciation and amortization	52,754	0	2,941	1,751	0	661	71	0	0	0
# 5. Financial report

Joint ventures, Associates (In thousands of USD)

Entity	JV partner Seapeak	MOL Seapeak	ASS	Anglo- Eastern	EXMAR share in net assets	TOTAL
Ownership percentage	50%	50%	50%	50%	45%	40%
	Seapeak	Monte-riggioni	Solaia Shipping	Estrela Ltd	AEX	BEXCO
Non current assets	621,033	0	30,127	13,161	0	6,664
Current assets	86,195	4,693	4,475	5,659	0	18,958
of which cash and cash equivalents	54,474	4,693	4,263	5,626	0	228
Non current liabilities	507,258	4,693	7,500	0	0	3,478
of which bank borrowings	253,137	0	7,500	0	0	3,063
of which finance leases	174,734	0	0	0	0	0
of which other borrowings	49,531	0	0	0	0	0
Current liabilities	99,777	20	11,630	1,520	0	11,667
of which bank borrowings	26,233	0	10,000	0	0	894
of which finance leases	32,071	0	0	0	0	0
of which other borrowings	15,000	0	0	0	0	0
Revenue	173,777	0	21,687	10,401	0	48,424
Depreciation and amortization	56,144	0	3,705	1,750	0	889
Impairment (reversal)	-6,400	0	0	0	0	-72
Interest income	439	0	-7	0	0	0
Interest expense	21,263	0	1,204	0	0	155
Income tax expense	115	0	0	0	0	547
Profit or (loss) from continuing operations	34,434	-1,247	11,460	1,708	182	2,233
Other comprehensive income	1,521	0	596	0	0	0
Total comprehensive income	35,955	-1,247	12,056	1,708	182	2,233
Net assets (100%)	130,049	-20	15,472	17,300	0	10,977
EXMAR share in net assets	65,025	-10	7,736	8,650	0	4,930
Share in net assets of equity accounted investees on January 1, 2021	47,086	614	1,708	7,796	-224	4,605
Share in total comprehensive income	17,978	-624	6,028	854	91	1,003
Dividends	0	0	0	0	0	-277
Foreign currency translation differences	0	0	0	0	0	-401
Other	-39	0	0	0	133	0
Share in net assets of equity accounted investees on December 31, 2021	65,024	-10	7,736	8,650	0	4,930
Netting negative equity	0	0	0	0	0	0
Share in net assets of equity accounted investees on December 31, 2021, after netting negative equity	65,014	-10	7,736	8,650	0	4,930

NOTE 19 - BORROWINGS TO EQUITY ACCOUNTED INVESTEES (In thousands of USD)

	Shipping	Infrastructure	Supporting services	Total
As per January 1, 2021	42,259	7,876	152	50,287
New loans and borrowings	0	590	0	590
Repayments	-10,000	0	0	-10,000
Write-off	0	0	-376	-376
Change in allocated negative net assets (1)	0	-559	224	-335
As per December 31, 2021	32,260	7,907	0	40,167
More than 1 year	24,760	0	0	24,760
Less than 1 year	7,500	7,907	0	15,407
As per January 1, 2022	32,260	7,907	0	40,167
New loans and borrowings	20,000	21,085	0	41,085
Elimination after share deal (2)	0	-20,195	0	-20,195
Accrued interest	0	2,491	0	2,491
Repayments	-52,260	0	0	-52,260
Impairment	0	-4,288	0	-4,288
Change in allocated negative net assets (1)	0	0	0	0
As per December 31, 2022	0	7,000	0	7,000
More than 1 year	0	0	0	0
Less than 1 year	0	7,000	0	7,000

(1) The equity accounted investees for whom the share in the net assets is negative, are allocated to other components of the investor’s interest in the equity accounted investee (i.e. primarily deducted from receivables) if such components exists. In case the negative net asset exceeds the investor’s interest, a corresponding liability is recognized only to the extent that the Group has a legal or constructive obligation. In total, an amount of USD 2.0 million was netted in respect of negative net assets at year-end 2021.

(2) During 2022, EXMAR granted a new loan to Solaia Shipping LLC, which at that time was still an equity accounted investee. Upon obtaining 100% of the shares and control of this entity (see Note 5 Other share deals), this intra group loan is eliminated.

The activities and assets of certain of our equity accounted investees are financed through shareholder borrowings made by the Company to the respective equity accounted investees. Such long term borrowings granted are in substance part of the net investment in an associate or joint venture and any expected credit losses are accounted for before allocating negative net assets. During 2022, EXMAR recorded an impairment charge of USD 4.3 million (2021: none) and did not allocate any negative net assets, while in 2021 USD 0.6 million was deducted from the bor- rowings given to equity accounted investees. The balances mentioned below represent the outstanding balances including netting of negative net assets.

EXMAR LPG (Shipping segment) USD 0 million (2021: USD 32.3 million)
Both shareholders have granted shareholder loans to EXMAR LPG in 2013. Full repayment occurred in 2022. The applicable interest rate on these loans amounted to three-month LIBOR plus 0.5%.

Electra Offshore Ltd (Infrastructure segment) USD 7.0 million (2021: USD 7.9 million)
EXMAR Netherlands BV has granted a loan to Electra Offshore Ltd in 2016. The loan is repaid based on availability of cash and accumulates interest. The interest rate applicable on the loan is a fixed percentage of 12.0%. During 2022, the accrued interests were added to the outstanding loan balance and collectability was re-assessed. The balance has been reduced to its expected recoverable amount, which is the fair value of the pledge on the under- lying asset. We also refer to Note 32 Financial risks and financial instruments.

NOTE 20 - TAX ASSETS AND LIABILITIES

Current tax assets and liabilities (In thousands of USD)

	December 31 2022	December 31 2021
Current tax assets	1,185	1,003
Current tax liabilities	2,873	1,309

Deferred tax assets and liabilities December 31, 2022 December 31, 2021 (In thousands of USD)

	Assets	Liabilities	Assets	Liabilities
Other tangible assets	0	2,618	0	0
Provisions	0	0	0	84
Employee benefits	566	0	704	0
Financial instruments	0	143	0	230
Tax losses	1,071	0	0	0
Other	0	221	0	65
Deferred tax assets / liabilities	1,637	2,982	704	379
Set off of tax assets/ liabilities	0	0	-379	0
Tax assets not recognised	-566	0	-325	0
Deferred tax assets and liabilities recognized	1,071	2,982	0	0
Deductible temporary differences	566		325
Unused tax losses and investment tax credits	62,596		65,069
Deferred tax assets/ liabilities not recognised	63,162		65,394

The recognition of deferred taxed increased in 2022 as a result of the fair value adjustments recorded in relation to the 100% acquisition of Bexco NV (see Note 5 Business combinations). Our equity accounted investees have limited temporary differences. Deferred tax assets on tax losses at our joint ventures and equity accounted investees amounted to USD 0.9 million end 2022 (2021: USD 0.7 million) for their share, but have not been recognized. Amounts have not been included in the above overview. Tax assets are not recognised if it is not probable that future taxable profits will be available against which the group can use the benefits therefrom or because the future taxable profits cannot be measured on a reliable basis. The majority of the tax losses and investment tax credits do not expire in time.

NOTE 21 - ASSETS HELD FOR SALE (In thousands of USD)

Assets held for sale
Balance as per January 1, 2021	10,000
Changes during the financial year
Impairment reversal	2,500
Balance as per December 31, 2021	12,500
Balance as per January 1, 2022	12,500
Changes during the financial year
Disposals	-12,500
Balance as per December 31, 2022	0

End March 2022, EXMAR sold its aircraft, which was classified as held for sale.

NOTE 22 - OTHER INVESTMENTS (In thousands of USD)

	2022	2021
Unquoted shares	795	911
Quoted shares	1,054	938
Equity securities - FVTPL	1,849	1,849

The unquoted shares include 149 shares of Sibelco, acquired during 2014. The quoted shares include 116,338 shares of Frontera Energy Corporation quoted at CAD 12.27 on December 31, 2022 (December 31, 2021: CAD 10.24).
```# NOTE 23 - INVENTORIES

As a result of the acquisition of Bexco NV, a manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications in 2022 (see Note 5 Business combinations and other share deals), the Group holds inventories, which can be detailed as follows:

(In thousands of USD)

	2022	2021
Raw materials and supplies	3,346	0
Work in progress	3,699	0
Goods purchased for resale	139	0
Advance payments	561	0
Finished goods	1,472	0
Inventories	9,217	0

NOTE 24 - TRADE AND OTHER RECEIVABLES

(In thousands of USD)

	2022	2021
Trade receivables (including contract assets)	47,087	46,826
Cash guarantees	175	199
Other receivables	14,539	3,047
Deferred charges and accrued income	5,289	5,081
Trade and other receivables	67,089	55,154
Of which financial assets (Note 32)	59,778	48,534

Although EXMAR received the final YPF settlement fees of USD 24.4 million (out of a total of USD 149.1 million) in accordance with the agreed payment schedules in 2022, trade receivables remained comparable to 2021 due to Bexco entering into scope (impact of USD 7.8 million, see also Note 5 Business combinations and other share deals) and new receivables resulting from the charter and/or service agreements with Gasunie (EEMSHAVEN LNG) and Eni (TANGO FLNG and EXCALIBUR). The increase in other receivables during 2022 can be explained by a USD 2.5 million premium refund related to the repayment of the Bank of China loan (see Note 12 Finance income/expenses) and higher advances paid to suppliers (mainly at the Infrastructure segment and related to the Eni project). The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in Note 32 Financial risks and financial instruments. In addition to the impairment losses recorded on related parties (see Note 18), an impairment loss of USD 2.3 million was recorded, versus USD 1.1 million in 2021. Deferred charges comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances, commissions, bunkers, prepaid credit facility costs. Accrued income comprises un-invoiced revenue related to the current accounting period such as interests.

150 5. Financial report

NOTE 25 - RESTRICTED CASH AND CASH AND CASH EQUIVALENTS

(In thousands of USD)

	2022	2021
Restricted cash	0	76,121
Bank	51,320	70,834
Cash in hand	17	73
Short-term deposits	468,216	222
Net cash and cash equivalents	519,553	71,130

In 2021, the restricted cash relates to the credit facility with the Bank of China for the TANGO FLNG that was re- leased in 2022 upon the early repayment of the loan (see Note 4 Divestitures). In the third quarter of 2022, the cash position increased significantly due to the receipt of USD 646.7 million proceeds of the sale of Export LNG Ltd. to Eni (see also Note 4 Divestitures). After payment of the intermediary dividend (Note 26 Share capital and reserves), the acquisition of the shares of Bexco NV and Solaia Shipping LLC (Note 5 Business combinations and other share deals), EXMAR has placed USD 468.2 million on short-term deposit accounts. We refer to the consolidated statement of cash flows for a detailed analysis of the cash movements.

NOTE 26 - SHARE CAPITAL AND RESERVES

Share capital and share premium

	2022	2021
Number of ordinary shares
Issued shares as per January 1	59,500,000	59,500,000
Issued shares as per December 31 - paid in full	59,500,000	59,500,000

The issued shares have no nominal value. The holders of ordinary shares are entitled to dividends and are entitled to one vote per share during the General Meeting of Shareholders of the Company. As authorized by the Extraordinary General Meeting held on September 11, 2020, the Board of Directors of EXMAR may, for a period of five years expiring in September 2025, within certain legal limits and conditions, increase the capital of EXMAR NV by a maximum amount of USD 12.0 million.

Dividends

With respect to financial year 2022, the Board of Directors proposes a gross dividend of EUR 1.00 per share to be paid to owners of ordinary shares. This dividend is subject to approval by the General Meeting of Shareholders of May 16, 2023 and has therefore not been included as a liability in EXMAR’s consolidated financial statements pre - pared under IFRS. The financial year 2022 dividend, based on the number of shares issued, is EUR 59.5 million or a total gross dividend of USD 63.5 million. On November 2, 2022 a Special General Meeting of Shareholders approved a gross intermediary dividend of EUR 0.95 per share or a total gross dividend of EUR 56.5 million or USD 56.0 million. On May 2022, the General Meeting of Shareholders approved a gross dividend of EUR 0.08 per share or a total gross dividend of EUR 4.8 million or USD 5.2 million. In May 2021, the General Meeting of Shareholders approved a gross dividend of EUR 0.15 per share or a total gross dividend of EUR 17.9 million or USD 21.9 million.

Treasury shares

The reserve for treasury shares comprises the cost of the Company’s shares held by the Group.

	2022	2021
Number of treasury shares held as of December 31	2,273,263	2,273,263
Book value of treasury shares held (in thousands USD)	44,349	44,349
Average cost price per share (in EUR) - historical value	14.1507	14.1507

1. Financial report 151

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial state- ments of Group’s subsidiaries which have a functional currency different than the USD reporting currency and the direct recognition of the translation of the net intra group investment in a foreign operation (expressed in Argentin- ian peso) which is going forward recorded in Other comprehensive income. The balance in the translation reserve is mainly impacted by the appreciation or depreciation of the EUR to the USD.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to the hedged transactions that have not yet occurred. In certain of our equity accounted investees, interest rate swaps (IRS) contracts have been closed to cover their exposure on variable interest rates.

NOTE 27 - EARNINGS PER SHARE

	2022	2021
Result for the period, attributable to owners of the Company (in USD)	320,317,483	11,599,651
Issued ordinary shares as per December 31	59,500,000	59,500,000
Effect of treasury shares	-2,273,263	-2,273,263
Weighted average number of ordinary shares as per December 31	57,226,737	57,226,737
Basic earnings per share in USD	5.60	0.20

	2022	2021
Result for the period, attributable to owners of the Company (in USD)	320,317,483	11,599,651
Weighted average number of ordinary shares as per December 31	57,226,737	57,226,737
Dilution effect of share based compensation	0	0
Weighted average number of ordinary shares including options	57,226,737	57,226,737
Diluted earnings per share in USD	5.60	0.20

As option plans 9 and 10 are anti-dilutive as per December 31, 2022 and 2021 they are not included in the calcu - lation of the diluted earnings per share.

152 5. Financial report

NOTE 28 – BORROWINGS

(In thousands of USD)

	Bank loans	Other loans	Lease liabilities	ROU assets	Total
As of 1 January 2021	214,304	123,642	3,673		341,619
New loans and borrowings	144,000	0	2,990		146,990
Repayments	-39,616	-22,916	-1,554		-64,086
Loan forgiveness	0	-29	0		-29
Amortized transaction costs	1,981	693	0		2,674
Exchange differences	-114	-2,352	-344		-2,810
Accrued interest payable	-831	-55	0		-886
Contract re-measurement/ contract modification (1)	0	0	1,340		1,340
As of 31 December 2021	319,724	98,983	6,105		424,812
More than 1 year	281,413	27,659	4,745		313,816
Less than 1 year	38,311	71,324	1,360		110,995
As of 31 December 2021	319,724	98,983	6,105		424,812
Shipping segment	190,456	26,467	769		217,691
Infrastructure segment	129,265	72,517	3,013		204,795
Supporting services segment	3	0	2,323		2,326
As of 31 December 2021	319,724	98,983	6,105		424,812
As of 1 January 2022	319,724	98,983	6,105		424,812
New loans	0	50,014	766		50,780
Increase through business combinations	15,319	0	4,864		20,184
Repayments	-163,700	-116,119	-1,476		-281,294
Transfers	7,551	-8,710	0		-1,160
Loan forgiveness	0	-1,193	0		-1,193
Amortized transaction costs	5,877	1,627	0		7,504
Exchange differences	8	-4,791	-157		-4,940
Accrued interest payable	-1,387	-619	0		-2,006
Contract re-measurement/ contract modification (1)	5,498	0	162		5,660
As of 31 December 2022	188,891	19,192	10,264		218,347
More than 1 year	139,522	19,177	8,849		167,548
Less than 1 year	49,369	16	1,415		50,800
As of 31 December 2022	188,891	19,192	10,264		218,347
Shipping segment	178,090	19,178	664		197,932
Infrastructure segment	10,005	0	2,486		12,491
Supporting services segment	796	15	7,114		7,925
As of 31 December 2022	188,891	19,192	10,264		218,347

(1) During 2022, the bank loans increased by USD 5.5 million, representing the effective interest rate correction on the pressurized fleet following the exercise of the early buy-out-option (see also Note 12 Finance income/expense).

1. Financial report 153

Bank loans

The bank loans mainly relate to:

FLANDERS INNOVATION & FLANDERS PIONEER – USD 135.5 million (2021: 140.9 million)

In 2021, the Group obtained USD 144.0 million financing for the two new VLGC’s: FLANDERS INNOVATION starting in June 2021 (USD 72.0 million) and FLANDERS PIONEER starting in September 2021 (also USD 72.0 million) and maturing in fifteen years. The weighted average interest rate implicit in these loans amounts to 5.62%. EXMAR NV has guaranteed the underlying obligations.# 5. Financial Report

Pressurized facilities - USD 42.6 million (2021: USD 43.9 million)

In the last quarter of 2018 and in April 2019, EXMAR refinanced respectively six and four of its LPG pressurized fleet vessels through a JOLCO (Japanese Operating Lease with Call Option) structure. The loans are repayable in quarterly tranches and the applicable interest percentage amounts to three-month LIBOR plus 2.4%. The last repayment is foreseen in December 2025. The equity part of the JOLCO financing was presented in “Other Loans” (see below). End 2022, Exmar has exercised the early buy-out option of 3 vessels, with payment planned in 2023 and consequently management has (i) updated the effective interest calculation (impact of USD 5.5 million), (ii) transferred the related outstanding equity part of these vessels to “bank loans” (USD 7.6 million) and presented the expected payable amount as short-term (USD 25.9 million). All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”).

TANGO FLNG facility - USD 0 million (2021: USD 129.3 million)

End of June 2017, Export LNG Limited (a 100% subsidiary of EXMAR NV) signed a financing agreement of USD 200.0 million with the Bank of China (BoC), Deutsche Bank and Sinosure for the financing of the TANGO FLNG. The agreement with BoC provided a repayment period of twelve years and the loan had an interest at a rate of six-month LIBOR plus 3.0% (until end June 2021) and 2.2% as from July 2021 and was guaranteed by EXMAR NV (“guarantor”). On August 5, 2022 EXMAR entered into a share purchase agreement to sell the shares of Export LNG Ltd, to Eni free of debt. As of August 17, 2022, the Group repaid the borrowing towards BoC and the restricted cash balance was released (see Note 25) and on August 26, 2022 the transaction was closed.

Aircraft held for sale - USD 0 million (2021: USD 5.6 million)

Following the sale of the aircraft in March 2022 (see also Note 14 Assets and liabilities held for sale), the related loan was repaid.

Additional loans acquired through business combinations – USD 10.8 million

As a consequence of the acquisition of the 50% share of Solaia Shipping LLC from the joint venture partner SEA- PEAK (see Note 5 Business combinations and other share deals) in September 2022, EXMAR has acquired a USD 12.5 million loan. The amended syndicated bank loan dates from December 2021 and bears an interest of LIBOR plus a margin of 2.5% and is repayable in quarterly installments by end 2023. In the fourth quarter of 2022, Solaia repaid USD 2.5 million. On November 1,2022 EXMAR obtained full control over Bexco NV (see also Note 5 Business combinations and other share deals) and acquired loans of EUR 2.7 million or USD 2.8 million, of which EUR 1.9 million short term straight loans. End 2022, the company repaid USD 2.0 million and has an outstanding balance of USD 0.8 million.

Other loans

NOK 650.0 million bond - USD 0 million (2021: USD 71.3 million)

In the first quarter of 2022, EXMAR repurchased a nominal amount of NOK 113.0 million or USD 12.7 million of the senior unsecured bond issued by EXMAR Netherlands BV and repaid the remaining balance of NOK 513.0 million (or USD 53.4 million) upon maturity end May 2022. The bonds had a coupon of three-month NIBOR plus 8.75%. The NOK/USD exposure was covered by forward contracts: NOK 240 million forwards were purchased in 2021 and an additional amount of NOK 285.4 million (also covering interest repayment) was contracted early 2022 for a total value of USD 57.4 million. End 2021, this resulted in a fair value gain of USD 0.9 million, however in 2022 a loss of USD 2.6 million was realized on the settlement of these forwards, but was offset by the realized foreign currency gain upon repayment of the bond (see also Note 12 Finance income/expenses and Note 32 Financial risks and financial instruments).

Sequoia facility agreement – USD 0 million (2021: USD 0 million)

On November 11, 2021, EXMAR signed a three-year facility agreement of up to USD 50.0 million with Sequoia Economic Infrastructure Income Fund (SEQI) with an applicable interest rate of LIBOR plus a margin between 7.0% and 8.75%, depending on net leverage. The facility was not used in 2021, but was drawn upon in May 2022 to repay the NOK 650 million bond (see above). The sale of 100% of the shares of Export LNG, owning company of TANGO FLNG (see also above); triggered a repayment and termination of this credit facility, which occurred on August 29, 2022.

Pressurized fleet - USD 19.2 million (2021: USD 26.5 million)

The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option) financing. As mentioned above, EXMAR has exercised the early buy-out option for three vessels and transferred the related debt portion (USD 7.6 million) to short-term bank loans. At year-end 2022, the outstanding balance amounts to USD 19.2 million. Management assumes to exercise the purchase options of the seven other vessels before or at the end of the lease, which will then result in an additional cash out of USD 9.3 million.

Available credit facilities

In May 2020, EXMAR obtained a revolving credit facility of EUR 18.0 million from Belgian financial institutions with maturity date February 1, 2022 at an interest rate of EURIBOR three-month plus 2.0% margin. This facility was extended until June 2024 and can be increased up to USD 30.0 million. EXMAR did not draw upon this facility per end 2021 and 2022.

Other information

On December 16, 2022 EXMAR Shipping BV, a major equity accounted investee, signed a senior sustainability linked facility with a consortium of banks in the amount of USD 450.0 million, comprising a revolving credit facility of USD 310.0 million and a term loan facility of USD 140.0 million. The facility served the purpose of refinancing the existing revolving facility of USD 310.0 million, maturing at the end of 2023, and to refinance the Japanese lease liabilities. The loan matures 5 years after signing date. As of December 31, 2022, EXMAR Shipping BV had drawn USD 280.0 million of the revolving credit facility and USD 70.0 million of the term loan. We also refer to Note 39 Subsequent events.

In general, the borrowings held by EXMAR and its equity accounted investees are secured by a mortgage on the underlying assets owned by EXMAR and its equity accounted investees. Furthermore, different pledges and other types of guarantees exist to secure the borrowings. In addition, dividend restrictions are included as a special covenant in the terms of the bond. EXMAR shall not declare or make any dividend payment or distribution, whether in cash or in kind, that in aggregate exceed 50% of the consolidated net profit after tax (proportionate consolidation) based on the audited consolidated financial statements for the previous financial year. EXMAR has pledged financial assets as collateral for liabilities.

Covenants

Different debt covenants exist that require compliance with certain financial ratio’s. These ratios are calculated semi- annually based on EXMAR’s consolidated figures in which equity accounted investees are not accounted for under IFRS 11 but still on a proportionate basis (similar to accounting policies used for segment reporting purposes). We refer to the table below for an overview of the applicable covenants.

APPLICABLE COVENANTS	Ratio	Pressurized facility	Credit facilities (1)	Other (2)	Actual December 31, 2022 (3)	Actual December 31, 2021 (3)
Minimum Book equity		≥ USD 300 million	≥ USD 300 million	≥ $300m + 50% of net positive income	USD 796.4 million	USD 536.5 million
Minimum free cash		≥ USD 25 million	≥ USD 20 million	≥ USD 40 million	USD 547.4 million	USD 107.1 million
Equity ratio (Equity/Total assets)		≥ 25%	NA	NA	59.10%	45.39%
Net Interest-Bearing Debt or NIBD/ equity (4)		NA	NA	NA	NA	0.97
Interest Coverage ratio (4)		NA	NA	NA	NA	4.72
Working capital		min positive	min positive	min positive	USD 570.1 million	USD 146.1 million
Net financial indebtedness ratio		NA	< 70%	NA	-14.04%	49.56%

Outstanding loan amount (in thousands of USD)

61,752	- 10,000

(1) In 2022, relates to the EUR credit facility, while 2021 also included the Sequoia USD facility.
(2) Other includes the financing of the EXCALIBUR and furthermore also loan amounts which are included in the proportionate consolidation but not in the equity consolidation for which covenants are calculated based on EXMAR Group data and consequently the outstanding balance for this covenant is not included in the outstanding loan amount above. The outstanding loan amount for this covenant in our proportionate consolidation amounts to USD 0 million in 2022 and USD 8.8 million in 2021.
(3) The actual amounts presented are based on the most restrictive definitions.
(4) These ratios are no longer applicable in 2022 as they related to the TANGO FNLG facility, the NOK bond and Sequoia credit facility, which were repaid/ terminated during 2022 (see above).

Explanation of the major definitions applied in the covenant calculations:

• Free cash: cash in hand (excluding pledged or blocked cash), time deposits and, in certain covenants, including undrawn credit facilities with minimum six months to maturity;
• Interest coverage ratio: EBITDA divided by net interest expense of the financial period;
• Book equity: equity excluding treasury shares and the effect of any impairment of intangible assets and the effect of fair value changes of any financial derivative;
• Net interest-bearing debt: consolidated interest-bearing financial indebtness less free cash (and in one covenant also less restricted cash used as debt collateral)
• Net interest expense interest cost (and including banking fees in certain covenants) of the Group’s interest-bearing debt less interest income of the Group including dividend received from financial assets held for sale;
• Working capital: current assets less current liabilities.# EXMAR

NOTE 29 - SHARE BASED PAYMENTS

The Group established a share option plan program that entitles certain employees to register for a number of shares. The share options are only exercisable after a period of three years and for employees still in service after this three year period. Each share option entitles the holder of the option to one EXMAR share. The fair value of services received in return for share options granted are measured by reference to the exercise price of the granted share options. The estimated fair value of the services received is measured based on a binomial lattice model. The contractual life of the option is used as an input into this model.

Grant date fair value of share option and assumptions at inception

Plan	10
Number of options outstanding at year-end	321,250
Fair value at grant date (in EUR)	3.21
Share price at grant date (in EUR)	9.62
Exercise price at inception (in EUR)	9.62
Expected volatility (1)	40.70%
Option life at inception	8 years
Maturity date	2023
Expected dividends	0.3 eur/y
Risk-free interest rate	0.53%

(1) 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 due to publicly available information.

Plan 9 matured at the end of 2022 and the remaining 328,600 options forfeited. During 2022 and 2021 no options were exercised, nor were any new plans granted.

Reconciliation of outstanding share options

	2022	2021
	Number of options	Weighted average exercise price
Outstanding share options at 1 January	651,850	10.08
New options granted	0	0.00
Changes during the year
Options exercised	0	0.00
Options forfeited	-330,600	10.53
Outstanding share options at 31 December	321,250	9.62
Exercisable share options at 31 December	321,250	9.62

All remaining outstanding options at the end of December 2022 will expire in 2023. All plans have been fully expensed since 2018.

NOTE 30 - EMPLOYEE BENEFITS

Defined benefit plan and similar liabilities

The Group provides pension benefits for most of its employees, either directly or through a contribution to an independent fund. The pension benefits for management staff employed before January 1, 2008 are provided under a defined benefit plan. This plan is organized as a final pay program. For the management, employed as from January 1, 2008, and employees promoted to management as from January 1, 2008 and the management staff who reached the age of 60, the pension benefits are provided under a defined contribution plan. Belgian defined contribution plans are subject to the Law of April 28, 2003 on supplementary pensions (WAP). According to article 24 of this law, the employer has to guarantee a fixed minimum return of 3.25% on employer contributions and of 3.75% on employee contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.

Employee benefits (In thousands of USD)

	2022	2021	2020	2019	2018	2017
DEFINED BENEFIT PLANS
Present value of funded obligations	-7,523	-9,631	-10,969	-11,535	-11,697	-12,072
Fair value of the defined plan assets	6,601	9,017	9,408	8,839	7,626	7,361
Present value of net obligations	-922	-614	-1,561	-2,696	-4,072	-4,711
BELGIAN DEFINED CONTRIBUTION PLAN WITH GUARANTEED RETURN
Present value of funded obligations	-5,690	-8,102	-9,559	-5,340	-4,703	-3,313
Fair value of the defined plan assets	5,571	7,986	9,405	6,438	4,609	3,198
Present value of net (obligations) assets	-119	-116	-154	1,099	-94	-115
Total employee benefits	-1,041	-730	-1,715	-1,597	-4,166	-4,826

Defined benefit plan (In thousands of USD)

	2022	2021
CHANGES IN LIABILITIES DURING THE PERIOD (1)
Liability as per 1 January	17,733	20,528
Distributions	-979	-1,623
Actual employee's contributions	190	195
Interest expense	147	76
Current service cost	515	719
Actual taxes on contributions paid (excluding interest)	-116	-128
Actuarial gains/losses	-3,207	-513
Exchange differences	-1,070	-1,521
Liability as per 31 December	13,213	17,733
CHANGES OF FAIR VALUE OF PLAN ASSETS (1)
Plan assets as per 1 January	17,003	18,813
Contributions	1,124	1,232
Distributions	-979	-1,623
Interest income	146	74
Actual taxes on contributions paid (excluding interest)	-116	-128
Actual administration costs	-61	-68
Actuarial gain/loss	-3,913	134
Exchange differences	-1,032	-1,431
Plan assets as per 31 December (2)	12,172	17,003
Net defined liability as per 31 December	1,041	730

(1) The changes in pension liabilities and plan assets include both the defined benefit plans as the Belgian defined contribution plans which qualify as a defined benefit plan.
(2) The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR.

	2022	2021
EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS
Current service expenses	-515	-719
Interest expense	-147	-76
Expected return on plan assets	146	74
Administration cost	-61	-68
Total pension cost recognised in the income statement (see note 11)	-577	-789
EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME
Recognition of actuarial gains and losses	-706	647
Total pension cost recognised in other comprehensive income	-706	647

NOTE 31 - TRADE AND OTHER PAYABLES

	2022	2021
Trade payables	35,366	22,990
Other payables	29,100	7,749
Deferred income	11,076	6,501
Trade and other payables	75,542	37,241
Of which financial liabilities (Note 32)	62,730	30,739

Trade payables increased in 2022 due to Bexco NV and Solaia Shipping LLC entering into the consolidation scope (see Note 5 Business combinations and other share deals) and higher Infrastructure activities related to the EEM-SHAVEN LNG and TANGO FLNG. Other payables mainly contain advances received, VAT and payroll payables and increased during 2022 as a result of the inclusion of Bexco and advances received in relation to the Congo project with Eni. Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire,...

The expected employer contributions to be paid for the next financial year amount to:

	2022	2021
Best estimate of contributions expected to be paid during next year	1,093	1,142

The actuarial assumptions and average duration of the plans are detailed below:

	2022	2021
MOST SIGNIFICANT ASSUMPTIONS
Discount rate at 31 December	3.75%	0.70%
Expected return on assets at 31 December	3.75%	0.70%
Inflation	2.20%	1.90%
Duration of defined benefit plans (in years)	8	9
Duration of the Belgian defined contribution plans (in years)	14	18

The plan assets are composed as follows:

	2022	2021
Shares	5.0%	4.0%
Bonds & loans	88.0%	89.0%
Property investments	7.0%	6.0%
Cash	0.0%	1.0%

NOTE 32 - FINANCIAL RISKS AND FINANCIAL INSTRUMENTS

During the normal course of its business, EXMAR is exposed to various risks as described in more detail in the Corporate Governance Statement. EXMAR is exposed to credit, interest, currency and liquidity risks and in order to hedge this exposure, EXMAR uses different financial instruments, mainly interest rate hedges situated within our equity accounted investees as well as foreign currency forward contracts. EXMAR applies hedge accounting for all hedging relations which meet the conditions to apply hedge accounting (formal documentation and high effectiveness at inception and on an ongoing basis). Financial instruments are recognised initially at fair value. Subsequent to initial recognition, the effective portion of changes in fair value of the financial instruments qualifying for hedge accounting (i.e. cash flow hedges), is recognised in other comprehensive income. Any ineffective portion of changes in fair value and changes in fair value of financial instruments not qualifying for hedge accounting are recognised immediately in profit or loss.

Fair value & fair value hierarchy

The following table shows financial assets and financial liabilities measured at fair value, including their level in the fair value hierarchy.(In thousands of USD) December 31, 2022
| | Level 1 | Level 2 | Level 3 | Total |
| -------------------------------------- | ------- | ------- | ------- | ----- |
| Derivative financial asset | 0 | 573 | 0 | 573 |
| Equity securities - FVTPL | 1,054 | 795 | 0 | 1,849 |
| Total financial assets carried at fair value | 1,054 | 1,368 | 0 | 2,422 |
| Total financial liabilities carried at fair value | 0 | 0 | 0 | 0 |

(In thousands of USD) December 31, 2021
| | Level 1 | Level 2 | Level 3 | Total |
| -------------------------------------- | ------- | ------- | ------- | ----- |
| Derivative financial asset | 0 | 920 | 0 | 920 |
| Equity securities - FVTPL | 938 | 911 | 0 | 1,849 |
| Total financial assets carried at fair value | 938 | 1,831 | 0 | 2,769 |
| Total financial liabilities carried at fair value | 0 | 0 | 0 | 0 |

Financial instruments other than those listed above are all measured at amortized cost.

Credit risk

Credit risk policy

The Group is exposed to credit risk from its operating activities (primarily trade and other receivables and transactions with equity accounted investees) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments. Credit risk is monitored closely and by each segment on an ongoing basis by the Group and creditworthiness controls are carried out if deemed necessary. The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that own or operate an LPG vessel or Offshore platform. As all vessels are operational and generate income or are pledged as a security for the underlying borrowing, we do not anticipate any recoverability issues for the outstanding borrowings (after impairment) to equity accounted investees. The equity accounted investees for whom the share in the net assets is negative, are allocated to other components (mainly deducted from receivables) of the investor’s interest in the equity accounted investee and if the negative net asset exceeds the investor’s interest, a corresponding liability is recognized to the extent that the Group has a legal or constructive obligation. The terms of the shareholder loans are discussed in Note 19 Borrowings to equity accounted investees of this annual report. The Group only engages with banks with a good credit rating. The Group monitors and manages exposures to banks with approved counterparty credit limits and credit risk parameters in order to mitigate the risk of default.

Exposure to risk
(In thousands of USD)
| | 2022 | 2021 |
| -------------------------------------------------- | ------- | ------- |
| Borrowings to equity accounted investees | 7,000 | 40,167 |
| Derivative financial assets | 573 | 920 |
| Other investments - equity instruments at FVTPL | 1,849 | 1,849 |
| Trade and other receivables (see Note 24) | 59,778 | 48,534 |
| Restricted cash | 0 | 76,121 |
| Cash and cash equivalents | 519,553 | 71,130 |
| Carrying amount of financial assets | 588,753 | 238,721 |

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

Impairment losses

As past due outstanding receivable balances are immaterial, no ageing analysis is disclosed. At year-end 2022, we recorded impairment charges for borrowings to and trade receivable balances from equity accounted investees for a total amount of USD 11.2 million and USD 2.3 million impairment charges on other (non-trade) third party receivable balances.

160

1. Financial report

Interest risk

Interest risk policy

The interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk, the Group makes use of interest hedging instruments available on the market when management is of the opinion that it is favorable to do so. For the moment, no interest rate swaps exist within our subsidiaries. On the other hand, different interest rate swaps exist within our equity accounted investees. The Group applies hedge accounting when the conditions to apply hedge accounting are met. In case no hedge accounting is applied, the changes in fair value are recorded in the statement of profit or loss.

Exposure to risk
(In thousands of USD)
| | 2022 | 2021 |
| ------------------------------------- | ------- | ------- |
| Total borrowings (excluding lease liabilities) | 208,083 | 418,707 |
| with fixed interest rate | 154,669 | 173,079 |
| with variable interest rate | 53,414 | 245,628 |
| Net exposure  | 53,414 | 245,628 |

The amount of variable interest rate borrowings decreased significantly during 2022 as a result of the repayment of the NOK unsecured bond and the Bank of China credit facility (see Note 28 Borrowings), with outstanding balances of USD 71.3 million and USD 129.3 million respectively at year-end 2021.

Sensitivity analysis

In case the interest rate would increase/decrease with 50 basis points, the financial statements would be impacted with the following amounts (assuming that all other variables remain unchanged):

(In thousands of USD)
| | 2022 | | 2021 | |
| ------------------------------------------- | ------- | ----- | ------- | ----- |
| | + 50 bp | - 50 bp | + 50 bp | - 50 bp |
| Variable interest rate borrowings | 267 | -267 | 1,228 | -1,228 |
| Interest rate swaps and cross-currency rate swaps | 0 | 0 | 0 | 0 |
| Sensitivity (net), of which | 267 | -267 | 1,228 | -1,228 |
| Impact in profit and loss | 267 | -267 | 1,228 | -1,228 |
| Impact in equity  | 0 | 0 | 0 | 0 |

A significant portion of EXMAR’s interest income is derived from borrowings to equity accounted investees with variable interest rates. Any increase/decrease in the interest rate would result in an increase/decrease of interest income but would mainly be offset by an increase/decrease in the interest expense recognized by the equity accounted investee for a corresponding amount. Accordingly, any increase/decrease in the variable interest rate applied on the borrowings to equity accounted investees would have no impact on the net result of the Group. Therefore, borrowings to equity accounted investees have not been included in the above sensitivity analysis.

1. Financial report

161

Currency risk

The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses and since November 2022 also for the Bexco activities (see Note 5 Business combinations and other share transactions), which are expressed in EUR. In order to monitor the currency risk, the Group uses a range of foreign currency rate hedging instruments and forward contracts if deemed necessary. At year-end 2022, EXMAR purchased USD 13.8 million forwards, which resulted in a fair value gain of USD 1.1 million. As per December 31, 2021, no financial instrument contracts were outstanding to cover the EUR/USD. At year-end 2022, EXMAR had also purchased EUR 75.6 million daily swaps for USD 80.6 million. In prior years and until maturity of the unsecured NOK 650.0 million in May 2022, the group also closely monitored the NOK/USD evolution and purchased forward contracts to cover the risk. End 2021, EXMAR purchased NOK 240.0 million forwards for USD 26.3 million, which resulted in a fair value gain of USD 0.9 million, however in 2022 a loss of USD 2.6 million was realized on the settlement of these forwards, but was offset by the realized foreign exchange gain upon repayment of the bond (see Note 12 Finance income/expenses and Note 28 Borrowings).

Exposure to risk

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

(In thousands of local currency)
| | 2022 | | | | 2021 | | | |
| --------------------------- | ---------- | ----- | ----- | ----- | ---------- | ----- | ----- | ----- |
| | EUR | NOK | XAF | ARS | EUR | NOK | SGD | ARS |
| Receivables | 12,435 | 1,899 | 434,754 | 225,083 | 5,845 | 55 | 27 | 199,458 |
| Payables | -16,083 | 0 | -12,801 | -37,564 | -10,453 | -7,636 | -106 | -30,640 |
| Interest-bearing loans | 0 | 0 | 0 | 0 | 0 | -625,391 | 0 | 0 |
| Balance sheet exposure  | -3,648 | 1,899 | 421,953 | 187,519 | -4,608 | -632,972 | -79 | 168,818 |
| Forward contracts | 240,000 | | | | | | | |
| Net exposure | -3,648 | 1,899 | 421,953 | 187,519 | -4,608 | -392,972 | -79 | 168,818 |

In thousands of USD
| | | | | | | | | |
| --------------------------- | ---------- | ----- | ----- | ----- | ---------- | ----- | ----- | ----- |
| | -3,891 | 193 | 686 | 1,059 | -5,219 | -44,558 | -59 | 1,643 |

The above overview reflects the exposure for the top-4 currency risks. As the XAF (Central African CFA Franc) became more important in 2022 than the SGD (Singapore Dollar) we have included the XAF for 2022 instead of the SGD.

Sensitivity analysis

As per December 31, 2022 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of profit or loss with USD -0.4 million (2021: USD -0.5 million). A 10.0% decrease of the EUR/USD rate would impact the profit or loss statement with the same amount (opposite sign). As per December 31, 2022 an increase in the year-end NOK/USD rate of 10% would affect the statement of profit or loss with USD -0.02 million (2021: USD -4.5 million). A 10.0% decrease of the NOK/ USD rate would impact the profit or loss statement with the same amount (opposite sign).

162

1. Financial report

Liquidity risk

Liquidity risk policy

The Group manages the liquidity risk in order to meet financial obligations as they fall due. The risk is managed through a continuous cash flow projection follow-up, monitoring balance sheet liquidity ratio’s against internal and regulatory requirements and maintaining a diverse range of funding sources with adequate back-up facilities. Different debt covenants exist that require compliance with certain financial ratios. As of December 31, 2022, EXMAR was compliant with all covenants. We also refer in this respect to Note 28 Borrowings.

Maturity analysis of financial liabilities, borrowings to equity accounted investees and financial guarantees

Our current financial liabilities such as trade and other payables are expected to be paid within the next twelve months and are therefore not included in below tables. The contractual maturities of our financial liabilities and our borrowings to equity accounted investees, including estimated interest payments, are detailed in the tables below. The contractual maturities of our financial liabilities are based on the contractual amortization tables of the facilities. The undrawn parts of our credit facilities are not included in the tables below. The contractual maturities of our borrowings to equity accounted investees are based on the cash flow projections for future years for the EXMAR LPG shareholder’s loan and the expected repayment of the loan for the Electra Offshore Ltd facility (extension and terms still under negotiation), excluding netting of negative net assets (see Note 19 Borrowings to equity accounted investees).EXMAR has also provided guarantees to financial institutions that have provided credit facilities to her equity ac- counted investees. The amount that EXMAR could have to pay if the guarantee is called on, is disclosed below under financial guarantees.

(In thousands of USD)

	Curr. Interest rate	Matur.	Carrying amount	Contractual cash flows	Total	< 1 year	1-2 years	2-5 years	> 5 years
Bank loans VLGC's	USD 5,62%	2036	-135,492	-203,954	-13,323	-13,258	-39,210	-138,163
Bank/other loans - pressurized fleet	USD LIBOR+ 2.4%	2023 - 2025	-61,752	-62,831	-36,038	-16,190	-10,604	0
Bank loan - EXCALIBUR	USD LIBOR+ 2.5%	2023	-10,004	-10,458	-10,458	0	0	0
Bank loans - other	EUR EURIBOR + 1.7%	2028	-835	-372	-356	-16	0	0
Lease liabilities	USD		-2,127	-2,387	-507	-464	-1,416	0
Lease liabilities	EUR		-7,985	-8,516	-1,533	-1,287	-2,441	-3,255
Lease liabilities	SGD		-65	-66	-66	0	0	0
Lease liabilities	CNY		-66	-332	-20	0	0	0
Lease liabilities	INR		-21	-22	-22	0	0	0
			-218,347	-288,939	-62,322	-31,216	-53,670	-141,419
Borrowings to equity accounted investees	USD		7,000	7,840	7,840	0	0	0
Financial guarantees	USD		0	-270,796	-56,458	-27,661	-186,676	0

(In thousands of USD)

	Curr. Interest rate	Matur.	Carrying amount	Contractual cash flows	Total	< 1 year	1-2 years	2-5 years	> 5 years
Bank/other loans - pressurized fleet	USD LIBOR+ 2.4%	2023 - 2025	-70,339	-74,827	-16,384	-19,334	-39,109	0
Bank loan - TANGO FLNG	USD LIBOR+ 2.2%	2029	-129,265	-158,464	-21,079	-21,880	-61,334	-54,171
Bank loans VLGC's	USD 5,62%	2036	-140,927	-217,650	-13,323	-13,323	-39,465	-151,540
Bank loan - aircraft	USD 3,16%	2023	-5,658	-5,675	-1,864	-3,811	0	0
Bond	NOK NIBOR+ 8.75%	2022	-71,324	-73,966	-73,966	0	0	0
Other loans	USD 1,0%	2025	-1,194	-1,194	-1,194	0	0	0
Lease liabilities	USD		-2,550	-2,969	-581	-507	-1,399	-481
Lease liabilities	EUR		-3,422	-3,578	-858	-833	-1,667	-220
Lease liabilities	SGD		-66	-67	-66	-1	0	0
Lease liabilities	INR		-67	-72	-48	-25	0	0
Lease liabilities ROU assets	CNY		-424,812	-538,463	-129,364	-59,712	-142,975	-206,412
Borrowings to equity accounted investees	USD		40,167	43,774	18,683	7,609	17,483	0
Financial guarantees	USD		0	-236,918	-37,828	-124,860	-20,495	-53,734

5. Financial report 163

Fair values

Carrying amounts versus fair values

(In thousands of USD)

	2022	2021
	FV hierarchy	Carrying amount
Borrowings to equity accounted investees	2	7,000
Other investments - equity instruments at FVTLP	1/2	1,849
Derivative financial asset	2	573
Borrowings (excluding lease liabilities)	2	-208,083
		-198,662

• The financial assets and liabilities carried at fair value are analysed and a hierarchy in valuation method has been defined:
• Level 1 being quoted bid prices in active markets for identical assets or liabilities;
• Level 2 being inputs in other than quoted prices included in level 1 that are observable for the related assets and liabilities, either directly (as prices) or indirectly (derived from prices);
• Level 3 being inputs for the asset or liability that are not based on observable market data.

The breakdown between level 1 and 2 of the equity instruments at FVTPL is shown in the beginning of this note.

Basis for determining fair values:

• Borrowings to equity accounted investees: present value of future cash flows, discounted at the market rate of interest at reporting date or the fair value of the underlying pledged asset
• Equity instruments at FVTPL:
  • Quoted closing bid price at reporting date for Frontera shares
  • Non-quoted closing fixing price at reporting date through a public auction via Euronext for Sibelco shares
• Forward contracts: present value of the difference between the forward price at reporting date and the for- ward price paid
• Interest bearing loans: present value of future cash flows, discounted at the market rate of interest at report- ing date

For certain financial assets and liabilities (trade and other receivables, cash and cash equivalents, trade and other payables and lease liabilities) not carried at fair value, no fair value is disclosed because the carrying amounts are a reasonable approximation of the fair values.

164 5. Financial report

NOTE 33 – LEASES

Leases as a lessee

The Group leases properties, motor vehicles and IT equipment.

(In thousands of USD)

	RIGHT-OF-USE ASSETS
	Property	IT equipment
Balance as per December 31, 2021	5,827	173
Balance as per December 31, 2022	10,143	767

For the full roll forward schedule in respect of the right-of-use assets including the depreciation charge for the year, we refer to Note 16 Right-of-use assets of this annual report.

The Group has several lease contracts that include extension or termination options. These options are negotiated by management to provide flexibility in managing its lease portfolio. Judgement is applied in determining whether these extension and options are reasonably certain to be exercised (see Note 1 Accounting policies). For the maturity analysis in respect of related lease liabilities, we refer to Note 32 Financial risks and financial in- struments.

Amounts recognised in profit or loss

(In thousands of USD)

	LEASES UNDER IFRS 16
	2022	2021
Interest on lease liability	266	166
Expenses related to short-term leases and low value assets	499	522

Leases as a lessor

The Group entered into long-term time charter agreements for certain assets in its fleet. In respect of lease clas- sification, it was judged that substantially all risks and rewards remain with the Group. As a consequence, these agreements qualify as operating leases. Rental income recognised by the Group during 2022 was USD 65.1 million (2021: USD 41.9 million).

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date. No variable lease payments are included.

The increase in total lease payments (at the subsidiaries) compared to 2021 is mainly the result of:

• The new five-year charter agreement for the EEMSHAVEN FSRU, signed in March 2022 with GASUNIE and in- cluded in the 2021 table as from the expected operability at the end of the third quarter 2022;
• The new ten-year charter agreement for the EXCALIBUR FSU with Eni (see Note 4 Divestitures);

The table below related to the equity accounted investees only includes EXMAR’s share in the expected operating lease payments.

(In thousands of USD)

	2022	2021
Subsidiaries:
Less than one year	80,662	50,398
One to two years	62,765	46,078
Two to three years	62,646	44,460
Three to four years	55,187	44,396
Four to five years	32,850	36,797
More than five years	85,045	17,472
Total operating leases under IFRS 16 (Subsidiaries)	379,155	239,601
Equity accounted investees:
Less than one year	72,472	67,335
One to two years	28,349	21,554
Two to three years	16,101	17,415
Three to four years	5,432	12,553
Four to five years	1,806	5,425
More than five years	0	1,750
Total operating leases under IFRS 16 (equity accounted investees)	124,160	126,031

1. Financial report 165

NOTE 34 – CAPITAL COMMITMENTS

At year-end 2022, the Group has capital commitments with its joint-venture partner SEAPEAK (each 50%) related to shipbuilding contracts with Hyundai Mipo Dockyard CO, Ltd. for the construction of two new midsize 46,000m 3 LPG/ammonia carriers for a total value of USD 138.0 million, of which USD 13.8 million has been prepaid in 2022. Per December 31, 2021, the Group had no material outstanding capital commitments.

NOTE 35 – CONTINGENCIES

Several of the Group’s companies are involved in a number of legal disputes arising from their day-to-day opera- tions. Management does not expect the outcome of these procedures to have any material effect on the Group’s financial position.

NOTE 36 - RELATED PARTIES

Ultimate controlling party

Saverex NV, the major Belgian shareholder of EXMAR NV prepares IFRS consolidated financial statements which are publicly available. Saverex NV is controlled by Mr. Nicolas Saverys (Executive chairman of the Board of Direc- tors of EXMAR).

Transactions with controlling shareholder and with controlling shareholder related parties

Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 79 to the Group 2022 (same period 2021: KEUR 76). The outstanding balance at December 31, 2022 amounted to KEUR 27 (year-end 2021: KEUR 27).

Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 2.900 during 2022 (same pe- riod 2021: KEUR 750), which was fully paid by December 31, 2022 (year-end 2021: KEUR 0). Furthermore, Saverex charged KEUR 0 administrative expenses in 2022 (same period 2021: KEUR 23) and KEUR 232 time-charter revenue for the yacht “Douce France” to Exmar Yachting (same period 2021: KEUR 235). The balance outstanding at year- end 2022 amounted to KEUR 0 (year-end 2021: KEUR 112).

EXMAR Shipmanagement charged KEUR 61 to Saverex for shipmanagement services in respect of the yacht "Douce France" in 2022 (same period 2021: KEUR 26), for which KEUR 1 is outstanding (year-end 2021: KEUR 0).

Travel PLUS invoiced a total of KEUR 33 to Saverex in respect of travel services provided during 2022 (same period 2021: KEUR 29), of which KEUR 1 is outstanding (year-end 2021: KEUR 0).

Furthermore, during 2022, an amount of KEUR 108 (same period 2021: KEUR 82) was invoiced to Mr Nicolas Saverys as a recharge of private expenses. The related outstanding balance amounted to KEUR 11 (year-end 2021: KEUR 0).

Transactions with related parties are at arm’s length conditions.

166 5. Financial report

Transactions with joint ventures and associated companies

EXMAR provides general, accounting, corporate, site supervision and ship management services to its joint ventures and associates. For these services, fees are charged based on contractual agreements between all parties involved.Below table gives an overview of the significant receivables, significant payables and the related P&L amount of services provided and received.

	December 31, 2022		December 31, 2021
	Receivables	Payables	Receivables	Payables
Ship management services	2,923	1,591	6,373	105
General, accounting and corporate services	1,151	0	0	0
Site supervision & plan approval services	0	0	0	0
Rental services	0	0	0	0

	2022		2021
	Services provided P&L	Services received P&L	Services provided P&L	Services received P&L
Ship management services	12,752	0	16,247	0
General, accounting and corporate services	999	0	817	0
Site supervision & plan approval services	0	0	0	0
Rental & other services	0	0	0	0

EXMAR also provides borrowings to its joint ventures and associates for which an interest income is recognised in the financial statements. We refer to Note 19 Borrowings to equity accounted investees for an overview of these borrowings and to Note 12 Finance income/expenses for the total amount of interest income.

Transactions with key management personnel

In respect of the transactions with key management personnel, we refer to the Remuneration report of 2022 which is included in this financial report (see Corporate Governance Statement). For information relating to conflicts of interests, we refer to the report Board of Directors. Key management (personnel) recharged KEUR 82 expenses (same period 2021: KEUR 27). The relating outstanding amount per December 31, 2022 in respect of these services is KEUR 0 (year-end 2021: KEUR 0).

Board of Directors

(In thousands of EUR)	2022	2021
Chairman	100	100
Other members (individual amount)	50	50
Total paid	500	485

The total amount paid to the members of the Board of Directors represents the total payments to all non-execu - tive and independent directors for the activities as members of the Board of Directors. The executive directors of EXMAR are only remunerated in their capacity as executive and not in their capacity as executive director/member of the Board. No loans were granted to the members of the Board in 2022 nor 2021. The outstanding amount in respect of re- charged private expenses to Mr. Nicolas Saverys was zero per December 31, 2022 and 2021.

Audit and Risk Committee

(In thousands of EUR)	2022	2021
Chairman	20	20
Other members (individual amount)	10	10
Total paid	50	46

1. Financial report 167

Nomination and Remuneration Committee

(In thousands of EUR)	2022	2021
Members (individual amount)	10	10
Total paid	30	28

Executive Committee

In line with EXMAR’s total reward principles, the form and level of the Company’s executive remuneration are aligned to company performance and individual skills and performance. The remuneration package is composed of three main elements:
• The fixed annual remuneration;
• The short-term variable remuneration (STI – short term incentive);
• The long-term variable remuneration (LTI- long term incentive).

The level and structure of the compensation packages are aligned with market practices for similar functions at comparable companies. End 2022, the Executive Committee consisted of four members. Customary notice periods and severance pay are provided in the agreements with the members of the Executive Committee, taking into account factors such as the position and experience of the executive manager in question, and always within the applicable legal framework.

(In thousands of EUR)	2022	2021
EXECUTIVE COMMITTEE, excluding CEO
Total fixed remuneration	1,270	1,355
of which for insurance and pension plan	0	32
of which value of share options	0	0
Total variable remuneration	574	0

(In thousands of EUR)	2022	2021
Nicolas Saverys/Saverex
Total fixed remuneration	900	907
of which for insurance and pension plan	0	43
of which value of share options	0	0
Total variable remuneration	2,000	0

(In thousands of EUR)	2022	2021
CEO
Total fixed remuneration	575	575
of which for insurance and pension plan	0	0
of which value of share options	0	0
Total variable remuneration	500	0

No loans were granted to the members of the executive committee in 2022 or 2021. The total number of options (plan 10) granted to key management are as follows:

NUMBER OF SHARES GRANTED	2022	2021
Nicolas Saverys	60,000	120,000
	60,000	120,000

A number of key management personnel, or their close family members, hold positions in other companies that result in them having control or joint control over these companies. None of these companies transacted with the Group during the year.

168 5. Financial report

NOTE 37 - GROUP ENTITIES

CONSOLIDATED COMPANIES	Country of incorporation	Consolidation method	Ownership 2022	Ownership 2021
Joint ventures
Estrela Ltd	Hong Kong	Equity	50.00%	50.00%
EXMAR Gas Shipping Ltd	Hong Kong	Equity	50.00%	50.00%
EXMAR LPG BV	Belgium	Equity	50.00%	50.00%
EXMAR Shipping BV	Belgium	Equity	50.00%	50.00%
Good Investment Ltd	Hong Kong	Equity	50.00%	50.00%
Monteriggioni Inc	Liberia	Equity	50.00%	50.00%
Associates
Electra Offshore Ltd	Hong Kong	Equity	40.00%	40.00%
Exview Hong Kong Ltd	Hong Kong	Equity	40.00%	40.00%
Marpos NV	Belgium	Equity	45.00%	45.00%
Springmarine Nigeria Ltd	Nigeria	Equity	40.00%	40.00%
Subsidiaries
Ahlmar Germany GmbH	Germany	Full	100.00%	100.00%
Bexco NV (1)	Belgium	Full	100.00%	44.91%
DV Offshore SAS	France	Full	100.00%	100.00%
ECOS SRL	Italy	Full	60.00%	60.00%
EXMAR Argentina	Argentina	Full	100.00%	100.00%
EXMAR Energy Hong Kong Ltd	Hong Kong	Full	100.00%	100.00%
EXMAR Energy Netherlands BV	Netherlands	Full	100.00%	100.00%
EXMAR Energy Services BV	Netherlands	Full	100.00%	100.00%
EXMAR Export Netherlands	Netherlands	Full	100.00%	100.00%
EXMAR FSRU Hong Kong Ltd	Hong Kong	Full	100.00%	100.00%
EXMAR Holdings Ltd	Liberia	Full	100.00%	100.00%
EXMAR Hong Kong Ltd	Hong Kong	Full	100.00%	100.00%
EXMAR LPG Holding BV	Belgium	Full	100.00%	100.00%
EXMAR LNG Investments Ltd	Liberia	Full	100.00%	100.00%
EXMAR Lux SA	Luxembourg	Full	100.00%	100.00%
EXMAR Marine NV	Belgium	Full	100.00%	100.00%
EXMAR Netherlands BV	Netherlands	Full	100.00%	100.00%
EXMAR NV	Belgium	Full	100.00%	100.00%
EXMAR Offshore Company	USA	Full	100.00%	100.00%
EXMAR Offshore Ltd	Bermuda	Full	100.00%	100.00%
EXMAR Offshore Services SA	Luxembourg	Full	100.00%	100.00%
EXMAR Offshore BV	Belgium	Full	100.00%	100.00%
EXMAR Singapore Pte Ltd	Singapore	Full	100.00%	100.00%
EXMAR Shipmanagement BV	Belgium	Full	100.00%	100.00%
EXMAR Shipmanagement India Private Ltd	India	Full	100.00%	100.00%
EXMAR Shipping USA Inc	USA	Full	100.00%	100.00%
EXMAR Small Scale LPG NL BV	Netherlands	Full	100.00%	100.00%
EXMAR Small Scale LPG HK Ltd	Hong Kong	Full	100.00%	100.00%
EXMAR Small Scale LPG BE BV	Belgium	Full	100.00%	100.00%
EXMAR (UK) Shipping Company Ltd	Great-Britain	Full	100.00%	100.00%
EXMAR VLGC BV	Belgium	Full	100.00%	100.00%
EXMAR VLGC Netherlands BV	Netherlands	Full	100.00%	100.00%
EXMAR Yachting BV	Belgium	Full	100.00%	100.00%
Export LNG Ltd (2)	Hong Kong	Full	-	100.00%
Franship Offshore Lux SA	Luxembourg	Full	100.00%	100.00%
Internationaal Maritiem Agentschap NV	Belgium	Full	99.03%	99.03%
Seavie Caribean Ltd	Jamaica	Full	100.00%	100.00%
Seavie Private Ltd	India	Full	100.00%	100.00%
Solaia Shipping Llc (1)	Liberia	Full	100.00%	50.00%
Tecto Cyprus Ltd	Cyprus	Full	100.00%	100.00%
Tecto Luxembourg SA	Luxembourg	Full	100.00%	100.00%
Travel Plus BV	Belgium	Full	100.00%	100.00%

(1) Change in shareholdership – we refer to Note 5 Business combinations and share deals for additional information.
(2) Sold – we refer to Note 4 Divestitures.

1. Financial report

NOTE 38 - FEES STATUTORY AUDITOR

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

(In thousands of EUR)	2022	2021
Audit services	397	389
Audit related services	174	109
Tax services	30	31
Fees statutory auditor	601	529

For 2022 and 2021, the non-audit fees do not exceed the audit fees.

NOTE 39 - SUBSEQUENT EVENTS

In the first quarter of 2023, the following subsequent events occurred at our equity accounted investees:
• Payment of the early buy-out option of the financing of two midsize gas carriers and refinancing through the use of USD 70.0 million term loans;
• Sale of the midsize gas carrier BASTOGNE, which was classified as held for sale in the management reporting, see Note 2 Segment reporting;
• Additional down payment of USD 13.8 million for the construction of two new midsize vessels (see also Note 34 Capital commitments);
• Ordering of two innovative 46,000m3 midsize LPG/ammonia carriers with dual fuel propulsion with option to have them ammonia fueled for a price of USD 73.4 million per vessel.

On April 3, 2023 EXMAR NV (“EXMAR”) (Euronext Brussels: EXM) has been informed by SAVEREX NV (“SAVEREX”) that SAVEREX intends to launch a voluntary and conditional public takeover bid for all shares and share options issued by EXMAR not already owned by it or persons affiliated with it (the “Bid”). The Bid would be made at a price of EUR 12.10 per share, and would be paid in cash. The price of EUR 12.10 per share represents a premium of 24.74% to the closing price of EXMAR as at 31 March 2023. This price would imply a premium of 33.19%, 44.01%, 34.12% and 46.03% respectively over the one-month, three-month, six-month and twelve-month volume weighted average prices (VWAP) of the EXMAR share on the regulated market of Euronext Brussels. If EXMAR’s annual general meeting of 16 May 2023 approves the payment of a gross dividend of EUR 1.00 per share as proposed by EXMAR’s board of directors and the ex-dividend date (22 May 2023) falls prior to the date of payment of the bid price, the bid price per share is announced to be reduced by the gross amount of such dividend (before any applicable tax deduction). SAVEREX currently owns 26,899,431 shares in EXMAR (or 45.21%). EXMAR, which is considered a person affiliated with SAVEREX, owns 2,273,263 treasury shares (or 3.82%).# EXMAR 2022 FORM 10-K

PART II

Item 8. Financial Statements and Supplementary Data

...

5. Financial report

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The significant judgements and estimates that might have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year relate to:

Impairment

Management performs at least annually an impairment analysis for its fleet and this analysis did not reveal any additional impairment risks at year-end 2022. We also refer to Note 14 Vessels and barges and Note 17 Investments in equity accounted investees as disclosed in this report for additional information.

Provisions

The LNG EXCEL, owned by one of our joint ventures, was party to a lease arrangement in the UK whereby the Lessor could claim depreciation on the capital expenditures it incurred to acquire the vessel (Capital Allowances). As it is typical in these leasing arrangements, tax and change of law risks are assumed by the Lessee. Our joint venture terminated this lease arrangement in August 2013. The UK tax authorities (HMRC) have made inquiries in respect of the right to receive the Capital Allowances. Based on commercial, legal and financial considerations, our position is that the allowances were validly claimed and we have informed HMRC accordingly. However, in case of a successful challenge by the UK tax authorities of the tax treatment of the lease, we could be required to compensate the Lessor for any tax amount to be reimbursed to the tax authorities. The amount held on the joint venture company’s escrow account (USD 1.7 million for EXMAR’s share) had therefore been provisioned in previous years. In 2021, an additional provision was recorded for EXMAR’s share of the joint venture cash balance as well as a provision for related tax and legal fees. There has been no further update in 2022.

Contingent consideration liability

As mentioned in Note 4 Divestitures, EXMAR sold 100% of the shares of Export LNG Ltd, the owner of the floating liquefaction unit TANGO FLNG, to Eni. The sales agreement contains a price adjustment clause between plus USD 44.0 million and minus USD 78.0 million, depending on the actual performance of the TANGO FLNG during the first six months on site. Considering the uncertainties and challenges related to the start-up activities of the TANGO FLNG in Congo, management deferred USD 78.0 million and presented this as a non-current contingent consideration liability.

Resolution going concern risk

The main assumptions and uncertainties for EXMAR underpinning the going concern assessment relating to the liquidity position and the covenant compliance as disclosed in the 2021 have been resolved:

Liquidity position

A number of adverse non-recurring events in the last years triggered uncertainty around the liquidity position and going concern considerations of the Group. Management therefore continued to closely monitor cash flows during the first half of 2022. With the five-year charter agreement signed in March 2022 with GASUNIE for the EEMSHAVEN LNG and the closing of the sale of 100% of the shares of Export LNG, owning company of the TANGO FLNG; end August 2022 (see also Note 4 Divestitures), the Group has prepared its consolidated financial statements as of December 31, 2022 on a going concern basis and does not consider liquidity risk as a significant judgment to be mentioned and evaluated going forward.

Covenants

As a result of the strengthened financial position, the Company has met all its financial covenants as at December 31, 2022 with sufficient headroom (see also Note 28 Borrowings).

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STATEMENT ON THE TRUE AND FAIR VIEW OF THE CONSOLIDATED FINANCIAL STATEMENTS AND THE FAIR OVERVIEW OF THE MANAGEMENT REPORT

The Board of Directors, represented by Nicolas Saverys (Chairman) and Carl-Antoine Saverys, and the Executive Committee, represented by Francis Mottrie, CEO (representing FMO BV) and Christine Verhaert, CFO (representing FINMORE BV), hereby confirm that, to the best of their knowledge,

• the consolidated financial statements for the year ended December 31, 2022, which have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the entities included in the consolidation as a whole, and
• the management report includes a fair overview of the important events that have occurred during the financial year and of the major transactions with the related parties, and their impact on the consolidated financial statements, together with a description of the principal risks and uncertainties they are exposed to.

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STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’ MEETING OF EXMAR NV FOR THE YEAR ENDED DECEMBER 31, 2022

CONSOLIDATED FINANCIAL STATEMENTS

In the context of the statutory audit of the consolidated financial statements of Exmar NV (“the company”) and its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.

We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 19 May 2020, in accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders’ meeting deliberating on the financial statements for the year ending 31 December 2022. We have performed the statutory audit of the consolidated financial statements of Exmar NV for 6 consecutive periods.

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Unqualified opinion

We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position as at 31 December 2022, the consolidated statement of profit or loss and consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes.

The consolidated statement of financial position shows total assets of 1,178,276 (000) USD and the consolidated statement of comprehensive income shows a profit for the year then ended of 320,348 (000) USD.

In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial position as of 31 December 2022 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence. We have obtained from the board of directors and the company’s officials the explanations and information necessary for performing our audit. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

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key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period.# 5. Financial report

These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

| How our audit addressed the key audit matters |
| :---"""

5. Financial report

These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

| How our audit addressed the key audit matters In accordance with article 3:80 §1, 5° of the Code of companies and associations we do not express any opinion on the question whether this non-financial information has been established in accordance with this internationally recognised framework.

Statements regarding independence
Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate. The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the consolidated financial statements.

Single European Electronic Format (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the Single European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815 of 17 December 2018 ("Delegated Regulation").
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (“digital consolidated financial statements”) included in the annual financial report. Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated by the Delegated Regulation.
Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial statements included in the annual financial report of Exmar NV as of 31 December 2022 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.

Other statements
This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.

Signed at Zaventem.

The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by
Rik Neckebroeck
Ben Vandeweyer

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5.3 STATUTORY FINANCIAL STATEMENTS

The statutory accounts of EXMAR NV are disclosed hereafter in a summarised version. The full version will be filed with the National Bank of Belgium. The full version is available on the Company’s website (www.exmar.be) and a copy can be obtained free of charge on request. An unqualified audit opinion has been expressed by the statutory auditor.

(In thousands of USD)
| BALANCE SHEET | 31/12/2022 | 31/12/2021 |
| :-------------------- | ---------: | ---------: |
| Fixed assets | 280,675 | 541,853 |
| (In-)tangible assets | 71 | 125 |
| Financial assets | 280,604 | 541,728 |
| Current assets | 576,413 | 133,227 |
| Amounts receivable within one year | 79,651 | 67,246 |
| Investments | 489,052 | 12,907 |
| Cash and cash equivalents | 6,740 | 52,634 |
| Accrued income and deferred charges | 970 | 440 |
| Total assets | 857,088 | 675,080 |
| Equity | 680,704 | 564,214 |
| Capital | 88,812 | 88,812 |
| Share premium | 209,902 | 209,902 |
| Reserves | 89,976 | 81,831 |
| Accumulated profits | 292,014 | 183,669 |
| Provisions and deferred taxes | 800 | 9,840 |
| Provisions | 800 | 9,840 |
| Liabilities | 175,584 | 101,026 |
| Amounts payable within one year | 175,584 | 101,026 |
| Total equity and liabilities | 857,088 | 675,080 |

(In thousands of USD)
| STATEMENT OF PROFIT OR LOSS | 01/01/2022 - 31/12/2022 | 01/01/2021 - 31/12/2021 |
| :-------------------------- | ----------------------: | ----------------------: |
| Operating income | 4,163 | 7,865 |
| Operating expenses | -15,013 | -12,371 |
| Operating result | -10,850 | -4,506 |
| Financial income | 268,949 | 15,534 |
| Financial expenses | -21,831 | -39,462 |
| Result for the year before tax | 236,268 | -28,434 |
| Income tax | -276 | -200 |
| Result for the year | 235,992 | -28,634 |
| Appropriation of result | | |
| Result to be appropriated | 419,661 | 192,447 |
| Transfer from/(to) capital and reserves | -8,145 | -3,387 |
| Result to be carried forward | -292,014 | -183,669 |
| Distribution of result | -119,502 | -5,391 |