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Financial instruments - Fair values and risk management
 12 Months Ended
Dec. 31, 2024
Disclosure of detailed information about financial instruments [abstract]  
Financial instruments - Fair values and risk management Financial instruments - Fair values and risk management
Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.
 Carrying amountFair value
(in thousands of USD)Fair value - Hedging instrumentsFinancial assets at amortized costOther financial liabilitiesTotalLevel 1Level 2Level 3Total
December 31, 2023
Financial assets measured at fair value
Forward exchange contracts (Note 13/17)
1,515 — — 1,515 — 1,515 — 1,515 
Interest rate swaps (Note 13)
1,286 — — 1,286 — 1,286 — 1,286 
2,801 — — 2,801 
Financial assets not measured at fair value
Non-current receivables (Note 11)— 1,625 — 1,625 — — 1,536 1,536 
Lease receivables (Note 11/13)
— 2,854 — 2,854 — 2,268 — 2,268 
Trade and other receivables * (Note 13)— 279,775 — 279,775 — — — — 
Cash and cash equivalents (Note 14)— 429,370 — 429,370 — — — — 
 — 713,624 — 713,624 
Financial liabilities measured at fair value
Interest rate swaps (Note 19)146 — — 146 — 146 — 146 
146 — — 146 
Financial liabilities not measured at fair value
Secured bank loans (Note 17)— — 528,359 528,359 — 540,096 — 540,096 
Unsecured other notes (Note 17)— — 201,952 201,952 196,563 — — 196,563 
Other borrowings (Note 17)— — 163,546 163,546 — 164,261 — 164,261 
Lease liabilities (Note 17)— — 36,856 36,856 — 33,359 — 33,359 
Trade and other payables * (Note 19)— — 106,613 106,613 — — — — 
— 1,037,326 1,037,326 
Carrying amountFair value
Fair value - Hedging instrumentsFinancial assets at amortized costOther financial liabilitiesTotalLevel 1Level 2Level 3Total
December 31, 2024
Financial assets measured at fair value
Interest rate swaps (Note 11/13)
2,145 — — 2,145 — 2,145 — 2,145 
2,145 — — 2,145 
Financial assets not measured at fair value
Non-current receivables (Note 11)— 73,797 — 73,797 — — 73,797 73,797 
Lease receivables (Note 13)
— 1,263 — 1,263 — 2,268 — 2,268 
Trade and other receivables * (Note 13)— 184,409 — 184,409 — — — — 
Cash and cash equivalents (Note 14)— 38,869 — 38,869 — — — — 
— 298,338 — 298,338 
Financial liabilities measured at fair value
Forward exchange contracts (Note 17)1,373 — — 1,373 — 1,373 — 1,373 
1,373 — — 1,373 
Financial liabilities not measured at fair value
Secured bank loans (Note 17)— — 1,622,703 1,622,703 — 1,648,136 — 1,648,136 
Unsecured bank loans (Note 17)
— — 30,103 30,103 — 30,103 — 30,103 
Unsecured other notes (Note 17)— — 202,620 202,620 202,225 — — 202,225 
Other borrowings (Note 17)— — 763,085 763,085 — 771,798 — 771,798 
Lease liabilities (Note 17)— — 3,744 3,744 — 3,383 — 3,383 
Trade and other payables * (Note 19)— — 50,700 50,700 — — — — 
— — 2,672,955 2,672,955 
* Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 13), deferred income and VAT payables (included in other payables) (see Note 19), which are not financial assets (liabilities) are not included.
Measurement of fair values
Valuation techniques and significant unobservable inputs
Level 1 fair value was determined based on the actual trading of the unsecured notes, due in 2026, and the trading price on December 31, 2024. The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value
Type
Valuation Techniques
Significant unobservable inputs
Forward exchange contracts
Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies.
Not applicable
Interest rate swaps
Swap models: the fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates.
Not applicable
Commodity derivativesFair value is determined based on the present value of the quoted forward price.Not applicable
Financial instruments not measured at fair value
TypeValuation TechniquesSignificant unobservable inputs
Non-current receivables (consisting primarily of shareholders' loans and cash security deposits)
Discounted cash flowDiscount rate and forecasted cash flows
Lease receivablesDiscounted cash flowDiscount rate
Other financial liabilities (consisting of secured and unsecured bank loans and lease liabilities)
Discounted cash flowDiscount rate
Other financial notes (consisting of unsecured notes)List priceNot applicable
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2023 and 2024.
Financial risk management
In the course of its normal business, the Group is exposed to the following risks:
•Credit risk
•Liquidity risk
•Market risk (Shipping market risk, interest rate risk, currency risk and commodity risk)
The Company's Supervisory Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Supervisory Board has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Supervisory Board on its activities.
The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.
Credit risk
Trade and other receivables
The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. Based on past experience, and considering any forward-looking factors, there was only a small impact on doubtful amounts at year-end. Based on individual analyses, provisions for doubtful debtors were in line with 2023. In particular, the two clients representing each 8% of the Marine division's total revenue in 2024 (see Note 2) only represented 0.30% of the total trade and other receivables at December 31, 2024 (2023: one client representing 4.23%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
The ageing of current trade and other receivables is as follows:
(in thousands of USD)20242023
Not past due172,334 266,613 
Past due 0-30 days15,247 12,060 
Past due 31-365 days45,779 26,781 
More than one year2,523 1,656 
Total trade and other receivables235,883 307,111 

Past due amounts are not credit impaired as collection is considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2024 23.98% (2023: 55.14%) of the total current trade and other receivables relate to TI Pool. TI Pool is paid after completion of the voyages and only deals with oil majors, national oil companies and other actors of the oil industry whose credit worthiness historically has been high. Amounts not past due are also with customers with high credit worthiness and are therefore not credit impaired.
Non-current receivables
Non-current receivables as at December 31, 2024 mainly consist of shareholders loans to joint ventures and a cash security. Non-current receivables as at December 31, 2023 mainly consist of lease receivables and other non-current receivables (see Note 11).
Cash and cash equivalents
The Group held cash and cash equivalents of $38.9 million at December 31, 2024 (2023: $429.4 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (see Note 14) and spread over different banks.
Derivatives
Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
Guarantees
Our secured indebtedness is secured by a CMB.TECH NV guarantee when the indebtedness is not taken at the level of the parent. This is applicable for the following facilities, as per December 31, 2024:
•$150.0 million Sustainability-linked Senior Secured Credit Facility
•$41.8 million Senior Secured Credit Facility
•€151.2 million Senior Secured Credit Facility
•€154.7 million Sustainability-linked Senior Secured Credit Facility
•€77.9 million Senior Secured Credit Facility
•Cedar & Cypres sale and leaseback
•CMA CGM Etosha sale and leaseback
•CMYZ0121 sale and leaseback
•CMYZ0122 sale and leaseback
•OCY sale and leaseback I
•OCY sale and leaseback II
•OCY sale and leaseback III
•€1.6 million Senior Secured Credit Facility – TSM Windcat 54 (BRED)
•€1.6 million Senior Secured Credit Facility – TSM Windcat 54 (CIC)
•€3.5 million Senior Secured Credit Facility – TSM Windcat 56
•€2.8 million Senior Secured Credit Facility – TSM Windcat 59 (BPI)
•€2.8 million Senior Secured Credit Facility – TSM Windcat 59 (CIC)

Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.
The following are the remaining contractual maturities of financial liabilities:
 Contractual cash flows December 31, 2023
(in thousands of USD)Carrying AmountTotalLess than 1 yearBetween 1 and 5 yearsMore than 5 years
Non derivative financial liabilities     
Bank loans and other notes (Note 17)730,311 837,126 217,328 587,681 32,117 
Other borrowings (Note 17)163,546 214,641 99,058 40,363 75,220 
Lease liabilities (Note 17)36,856 37,732 33,806 3,651 276 
Current trade and other payables * (Note 19)106,613 106,613 106,613 — — 
 1,037,326 1,196,112 456,805 631,694 107,613 
Derivative financial liabilities
Interest rate swaps (Note 19)146 (9)(876)797 70 
 146 (9)(876)797 70 
 Contractual cash flows December 31, 2024
 Carrying AmountTotalLess than 1 yearBetween 1 and 5 yearsMore than 5 years
Non derivative financial liabilities     
Bank loans and other notes (Note 17)1,855,426 2,429,845 313,873 1,603,373 512,598 
Other borrowings (Note 17)763,085 1,111,977 143,799 292,668 675,510 
Lease liabilities (Note 17)3,744 4,138 2,397 1,517 224 
Current trade and other payables * (Note 19)52,073 52,073 52,073 — — 
 2,674,328 3,598,033 512,143 1,897,558 1,188,332 
* Deferred income and VAT payables (included in other payables) (see Note 19), which are not financial liabilities, are not included.
The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, please see "capital management" below.
The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.
Market risk
Managing interest rate benchmark reform and associated risks
Derivatives
The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities. Derivatives are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss. The group designated certain derivatives as hedging instruments to hedge the variability in cash flows. The Group entered into interest rate swaps and forward exchange contracts to hedge this risk (see Note 15).

The Group holds interest rate swaps which have floating legs that are indexed to USD SOFR. The Group's derivative instruments are governed by contracts based on the International Swaps and Derivatives Association (ISDA)'s master agreements.

As from 2022 onwards new transactions are based on the RFR approach using benchmark rate SOFR. This benchmark rate is quoted each day.

The Group's exposure to USD SOFR designated in hedging relationships is $111.5 million nominal amount at December 31, 2024 (see Note 15), representing the nominal amount of the four interest rate swaps maturing in 2030.
Hedge Accounting
The Group ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and apply a more qualitative and forward looking approach in assessing hedge effectiveness. On initial designation of the derivative as hedging instrument, the Group formally documents the economic relationship between the hedging instrument(s) and hedged item(s), including the risk management objective(s) and strategy for undertaking the hedge. The Group also documents the methods that will be used to assess the effectiveness of the hedging relationship and makes an assessment whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the cash flows
of the respective hedged items during the period for which the hedge is designated.

On an ongoing basis, the Group assesses whether the hedge relationship continues and is expected to continue to remain highly effective using retrospective and prospective quantitative and qualitative analysis.

Total amounts of unreformed contracts, including those with an appropriate fallback clause

As at December 31, 2024, all existing financial instruments are indexed to USD SOFR and EURIBOR.

Shipping market risk
The spot freight market is a highly volatile global market and the Group cannot predict what the market will be without significant uncertainty. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter contracts. The proportion of vessels operated on the spot vary according to the many factors affecting both the spot and fixed time charter contract markets.
Every increase (decrease) of $1,000 on the spot freight market (VLCC, Suezmax, Newcastlemax, Coaster, Container, Chemical tanker and CSOV) per day would have increased (decreased) profit or loss by the amounts shown below:
(effect in thousands of USD)202420232022
Profit or lossProfit or lossProfit or loss
$1,000$1,000$1,000$1,000$1,000$1,000
IncreaseDecreaseIncreaseDecreaseIncreaseDecrease
14,521 (14,521)20,252 (20,252)21,348 (21,348)
Interest rate risk
CMB.TECH interest rate management general policy is to borrow at floating interest rates based on SOFR and on EURIBOR plus a margin. The CMB.TECH Corporate Treasury Department monitors the Group's interest rate exposure on a regular basis. From time to time and under the responsibility of the Chief Financial Officer, different strategies to reduce the risk associated with fluctuations in interest rates can be proposed to the Supervisory Board for their approval. The Group hedges part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of vessels are on the basis of a floating interest rate, increased by a margin. On a regular basis the Group may use interest rate related derivatives (interest rate swaps, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group. On December 31, 2024 and December 31, 2023, the Group had such instruments in place and approximately 6% and 17% of the floating interest rates have been hedged, respectively.
At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:
(in thousands of USD)20242023
FIXED RATE INSTRUMENTS  
Financial assets13,681 850 
Financial liabilities344,731 238,808 
358,412 239,658 
VARIABLE RATE INSTRUMENTS
Financial assets
3,688 — 
Financial liabilities2,277,524 691,905 
 2,281,212 691,905 

Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity as of that date.
Cash flow sensitivity analysis for variable rate instruments
A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
 Profit or LossEquity
 50 BP50 BP50 BP50 BP
(effect in thousands of USD)IncreaseDecreaseIncreaseDecrease
December 31, 2022    
Variable rate instruments(7,784)6,466 — — 
Interest rate swaps— — 4,710 (6,839)
Cash Flow Sensitivity (Net)(7,784)6,466 4,710 (6,839)
December 31, 2023    
Variable rate instruments(7,130)7,129 — — 
Interest rate swaps— — 1,376 (1,376)
Cash Flow Sensitivity (Net)(7,130)7,129 1,376 (1,376)
December 31, 2024    
Variable rate instruments(6,999)6,999 — — 
Interest rate swaps— — 1,486 (1,514)
Cash Flow Sensitivity (Net)(6,999)6,999 1,486 (1,514)
Currency risk
The Group policy is to monitor its material non-functional currency transaction exposure so as to allow for natural coverage (revenues in the same currency than the expenses) whenever possible. When natural coverage is not deemed reasonably possible (for example for long term commitments), the Company manages its material non-functional currency transaction exposure on a case-by-case basis, either by entering into spot foreign currency transactions, foreign exchange forward, swap or option contracts.

The Group's exposure to currency risk is related to its operating expenses expressed in Euros and to Bank loans and Treasury Notes denominated in Euros. In 2024 about 29.6% (2023: 18.6% and 2022: 15.4%) of the Group's total operating expenses were incurred in Euros. Revenue and borrowings are expressed in USD only, except for instruments issued under the Treasury Notes Program (Note 17).
(in thousands of USD)December 31, 2024December 31, 2023December 31, 2022
EURUSDEURUSDEURUSD
Trade payables(4,188)(18,108)(5,888)(36,144)(6,653)(18,043)
Operating expenses(184,427)(439,046)(122,878)(538,317)(103,339)(568,357)
Bank loans
(176,605)(1,476,202)66 (528,426)265 (1,333,448)
Treasury Notes(63,009)— (87,106)(700)(50,664)— 
For the average and closing rates applied during the year, we refer to Note 28.
Sensitivity analysis
A 10 percent strengthening of the EUR against the USD at December 31, would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
(in thousands of USD)202420232022
Equity554 607 648 
Profit or loss(19,726)(13,356)(10,994)
A 10 percent weakening of the EUR against the USD at December 31, would have had the equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant.
Cash flow hedges
At December 31, 2024, the Group held the following instruments to hedge exposures to changes in interest rates:
Maturity
(in thousands of USD)
1-6 months6-12 monthsMore than 1 year
Interest rate risk
Interest rate swaps
Net exposure(49,242)(46,055)(429,462)
Average fixed interest rate3.29 %3.29 %3.29 %

At December 31, 2023, the Group held the following instruments to hedge exposures to changes in interest rates:
Maturity
(in thousands of USD)
1-6 months6-12 monthsMore than 1 year
Interest rate risk
Interest rate swaps
Net exposure(22,916)(18,039)(50,392)
Average fixed interest rate3.26 %3.26 %3.26 %

The Group entered into several Fx Swap transactions during the first half 2023. These Fx Swaps are used to hedge the risk related to the fluctuation of EUR/USD. All these hedges matured in 2023.

The amounts at the reporting date relating to items designated as hedged items were as follows:
December 31, 2024December 31, 2023
(in thousands of USD)
Change in value used for calculating hedge ineffectiveness
Recycled into P&L
Cash flow hedge reserveChange in value used for calculating hedge ineffectiveness
Recycled into P&L
Cash flow hedge reserve
Interest rate risk
Variable-rate instruments(1,005)— 2,145 6,164 24,717 1,140 
Fx rate risk
Fx Swaps
— — — — 1,032 — 

The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows:
2024
During the period 2024
(in thousands of USD)
Nominal amountCarrying amount - AssetsCarrying amount - LiabilitiesLine item in the statement of financial position where the hedging instrument is includedChanges in the value of the hedging instrument recognized in OCI
Recycled into P&L
Hedge ineffectiveness recognized in profit or lossLine item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps111,545 2,145 — Non-current receivables, Trade and other current receivables1,005 — — Finance expenses
    
2023
During the period 2023
(in thousands of USD)
Nominal amountCarrying amount - AssetsCarrying amount - LiabilitiesLine item in the statement of financial position where the hedging instrument is includedChanges in the value of the hedging instrument recognized in OCI
Recycled into P&L
Hedge ineffectiveness recognized in profit or lossLine item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps93,607 1,286 146  Trade and other current receivables, Non-current other payables(6,164)(24,717)37 Finance expenses
Fx rate risk
Fx swaps— — — Trade and other current receivables— (1,032)— Finance expenses
During 2024, no amounts were reclassified from hedging reserve to profit or loss. During 2023 the hedges which were unwound, were classified from hedging reserve to profit or loss for a total amount of $24.7 million.

The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting:
(in thousands of USD)
Hedging reserve
Balance at January 1, 20241,140 
Cash flow hedges
Change in fair value interest rate risk
1,005 
Balance at December 31, 20242,145 
Balance at January 1, 202333,053 
Cash flow hedges
Change in fair value interest rate risk
(6,164)
Recycled into P&L
(25,749)
Balance at December 31, 20231,140 

Capital management
The Company considers equity (Note 15) and borrowings (Note 17) to be capital, and manages it as follows.
The Company is continuously seeking to optimize its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities:
•an amount of current assets that, on a consolidated basis, exceeds current liabilities. Current assets may include undrawn amounts of any committed revolving credit facilities and credit lines having a maturity of more than one year;
•an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of the Group's total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;
•an amount of cash of at least $30.0 million; and
•a ratio of Stockholders' Equity to Total Assets of at least 30%.
We are currently in compliance with all financial covenants under our debt instruments, however in the case of certain covenants, such as the stockholders’ equity to total assets ratio, which was 30.5% as of December 31, 2024, there is only a minimum threshold below which we would trigger an event of default on our debt.
We monitor compliance with these covenants continually and consider the risk of default to be low based on current projections and the availability of timely mitigating actions. In the event of a covenant breach, many of our financing agreements also provide grace or remedy periods during which we may take corrective actions to restore compliance. Such corrective actions may include, but are not limited to:

•posting additional collateral;
•partial repaying outstanding debt to reduce leverage;
•infusing equity capital;
•negotiating amendments or temporary waivers with lenders and
•implementing other measures that would positively influence the ratio.

In addition to the measures described above, the Company has taken the strategic and structural steps to enhance its covenant flexibility and financial resilience. In March and April 2025, the Company acquired approximately 49% of the outstanding common shares of Golden Ocean, thereby consolidating its operational and asset base.

Furthermore, in order to finance the acquisition, the Company entered into a new bridge facilities agreement totaling $1.4 billion, which introduces financial covenants based on adjusted asset values rather than book values, providing a more industry-aligned measure of leverage and capital adequacy. The Company is also actively engaged in bringing its existing covenant framework in line with industry practice, particularly with respect to the use of adjusted book values and fair value-based metrics. These actions form part of the Company’s ongoing effort to ensure that its capital structure and covenant framework remains aligned with the volatile and asset-sensitive market environment.

Failure to take such actions to resolve a breach within the specified cure period or secure a waiver, however, may result in an event of default, potentially leading to debt acceleration, enforcement of security interests, or cross-defaults in other loan agreements or instruments. Consequently, we maintain a forward-looking liquidity forecast, conduct regular stress testing, and closely monitors covenant headroom. Additionally, we actively engage with key financing partners to ensure flexibility in the event of unexpected changes in circumstances.

In addition, we have identified syndicate banks to refinance all or part of the Golden Ocean's current outstanding debt and have entered into credit committee approved commitment letters with these banks as of March 4, 2025 for outstanding borrowings of up to $2.0 billion, that are subject only to the execution of satisfactory documentation and customary covenants and closing conditions. If Golden Ocean is unable to reach agreements with their existing lenders, Golden Ocean plans on refinancing the existing debt with the committed financing described above, which may have, among others, the expected terms, as follows: Golden Ocean is the borrower, the guarantors are CMB.TECH, and the subsidiaries of Golden Ocean that own the vessels are serving as collateral under the loan. The financing is expected to have a 5-year tenor and a linear age adjusted amortization profile of 20 years. The facility is expected to be priced with an interest rate of SOFR plus a market-based margin.

In connection to the senior secured FSO loan of $150 million, the facility contains a specific covenant whereby each borrower need to ensure that its financial position shall at all times during the Security Period be such that the Debt Service Cover Ratio in respect of it shall be equal or higher than 1.1x.
The bank loan of Windcat is subject to following covenant: cash and cash equivalents is not less than EUR45 thousand multiplied by the number of CTVs owned.
The facilities under which CMB is still acting as a Guarantor are still subject to the CMB Group covenants:
•cash is not less than $20 million,
•cash and cash equivalents is not less than $700,000 multiplied by the aggregate number of vessels owned, time chartered or bare boat chartered by any member of the CMB Group,
•the ratio of net funded debt to total capitalisation is not more than 70%, and
•stockholders' equity is not less than $375 million.
Additionally, most of these financing agreements also include a loan to value test covenant.
Further, the Group's loan facilities generally include an asset protection clause whereby the fair market value of collateral vessels should be at least 125% of the aggregate principal amount outstanding under the respective loan.
All existing financing arrangements, including the bonds, contain a change of control clause (COC), which is triggered if a shareholder would acquire 50%+1 of the shares or voting rights in CMB.TECH. In certain existing financing arrangements (e.g., €80,000,000 facility agreement) the threshold would be 30%+1 of the shares or voting rights in CMB.TECH.
On October 9, 2023 it was announced that two reference shareholders, CMB NV and Frontline plc/Famatown Finance Limited, had reached an agreement on a transaction involving the Company that would make an end to the deadlock arising from their differences over strategy (see Note 17).
The transaction comprised three interdependent agreements:
•    CMB to acquire Frontline's 26.12% stake in the Company for $18.43 per share;
•    Frontline to acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion;
•    The Company's pending arbitration action against Frontline and affiliates to be terminated.

The transaction was effected on November 22, 2023 when CMB NV, after acquiring the shares of Frontline plc/Famatown Finance Limited, owned 49.05% of the company's issued shares (representing 53% of the voting rights in CMB.TECH). The transaction did not trigger the change of control in the financing agreements because Saverco, which is the holding company of CMB NV is a permitted holder in the change of control clauses in the respective financing agreements, including the senior unsecured $200 million bond where no put-option event was triggered. Under the bond, the occurrence of a CoC by a person or group of persons acting in concert other than Saverco or Victrix would trigger a put option event, allowing each bondholder to require that Euronav Luxembourg SA (Euronav Luxembourg) purchases all or some of the bonds held by that bondholder at a price equal to 101% per cent of the nominal amount (i.e., at a premium of 1%).
The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:
•effect changes in management of the Group's vessels;
•transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;
•declare and pay dividends; and
•incur additional indebtedness.
A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level where the Group is in compliance with
loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would
adversely affect our ability to conduct our business.

As of December 31, 2024, December 31, 2023 and December 31, 2022, the Group was in compliance with all of the covenants contained in the debt agreements. With respect to the quantitative covenants as of December 31, 2024, as described above:
1.current assets on a consolidated basis (including available credit lines of $305.0 million) exceeded current liabilities by $281.2 million,
2.aggregated cash was $343.8 million,
3.cash was $38.9 million and
4.ratio of Stockholders' Equity to Total Assets was 30.5%.
Our Supervisory Board may from time to time, declare and pay cash distributions in accordance with our Coordinated Articles of Association and applicable Belgian law. The declaration and payment of distributions, if any, will always be subject to the approval of either our Supervisory Board (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends" (intermediary dividends) or "repayment of share premium".

Our current dividend policy is a full discretionary dividend policy as the Supervisory Board believes this approach offers the required flexibility to manage the Company in light of its new strategy.

As part of the distribution policy of the Company, the dividend calculation will not include capital gains (reserved for fleet renewal) and deferred tax assets or liabilities but will include capital losses while the policy will at all times be subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. Supervisory Board believes that this approach has the flexibility to manage the Company through the cycle, retaining sufficient capital for fleet renewal whilst simultaneously rewarding shareholders.
As part of its capital allocation strategy, the Company has the option of buying its own shares back should the Supervisory Board and Management Board believe that there is a substantial value disconnect between the share price and the real value of the Company. This return of capital is in addition to the fixed dividend of $0.12 per share paid each year. During 2024, the Company purchased 8,017,162 shares on the NYSE and on Euronext Brussels. The Company owned 25,807,878 own shares (11.73% of the total issued shares) at year-end.