EXMAR NV — Audit Report / Information 2010

Apr 22, 2011

KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises Prins Boudewijnlaan 24d 2550 Kontich Belgium

Tel. +32 (0)3 821 17 00 Fax +32 (0)3 825 20 25 www.kpmg.be

FREE TRANSLATION OF UNQUALIFIED STATUTORY AUDITOR'S REPORT ORIGINALLY PREPARED IN DUTCH

Statutory auditors' report to the general meeting of shareholders of Exmar SA on the financial statements for the year ended 31 December 2010

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

Unqualified audit opinion on the financial statements

We have audited the financial statements of Exmar SA for the year ended 31 December 2010, prepared in accordance with the financial reporting framework applicable in Belgium, which show a balance sheet total of USD 906.813.949,79 and a profit for the year of USD 17.293.729,86.

The board of directors of the company is responsible for the preparation of the financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

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

In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. We have also evaluated the appropriateness of the accounting policies used, the reasonableness of accounting estimates made by the company and the presentation of the financial statements, taken as a whole. Finally, we have obtained from management and responsible officers of the company the explanations and information necessary for our audit. We believe that the audit evidence we have obtained provides a reasonable basis for our opinion.

KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises, a Belgian civil CVBA/SCRL and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.

Maatschappelijke zetel - Siège social: Bourgetlaan - Avenue du Bourget 40 1130 Brussel - Brussels België - Belgique

KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises CVBA/SCRL Burgerlijke vennootschap met handelsvorm - Société civile à forme commerciale Ondernemingsnummer - Numéro d'entreprise 0419122548 RPR Brussel - RPM Bruxelles

In our opinion, the financial statements as of 31 December 2010 give a true and fair view of the company's net worth, financial position and results in accordance with the financial reporting framework applicable in Belgium.

Additional comments and information

The preparation of the management report and its content, as well as the Company's compliance with the Company Code and their bylaws are the responsibility of the board of directors.

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

• The Report of the Board of Directors includes the information required by law and is consistent with the financial statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the company is facing, and on its financial situation, its foreseeable evolution or the significant influence of certain facts on its future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.
• Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
• There are no transactions undertaken or decisions taken in violation of the company's bylaws or the Company Code that we have to report to you. The appropriation of results proposed to the general meeting complies with the legal and statutory provisions.
• In accordance with art. 523 §1 of the Company Code the Report of the Board of Directors makes reference to a decision by the Board of Directors in respect of the offering of a seventh tranche of share options at which Mr. Nicolas Saverys and Mr. Patrick De Brabandere had a conflicting interest in their role as director of the company. The conditions and formalities of this offering as well as the minutes of the Board of Directors have been included in the Report of the Board of Directors.
• During the year ended 31 December 2010 an interim dividend has been granted for which we have issued a specific auditor's report in accordance with legal requirements applicable in Belgium.

Kontich, 31 March 2011

KPMG Bedrijfsrevisoren Statutory auditor represented by

Serge Cosijns Filip De Bock