Annual Report 2025

CMB.TECH - Annual Report 2025

Key figures

CONSOLIDATED STATEMENT OF PROFIT OR LOSS 2021 - 2025

Table 1: Consolidated statement of profit or loss 2021-2025


(In thousands of USD)	2025	2024	2023	2022	2021
Revenue (A)	1,666,080	940,246	1,235,127	854,669	419,770
EBITDA (B)	965,789	1,169,401	1,190,186	534,429	85,796
EBIT	577,821	1,003,372	969,146	311,832	(259,198)
Net profit	160,696	870,829	858,027	203,251	(338,777)

In USD per share	2025	2024	2023	2022	2021
Average weighted number of shares (C)	229,443,392	196,041,579	201,901,743	201,747,963	201,677,981
EBITDA	4.21	5.97	5.89	2.65	0.43
EBIT	2.52	5.12	4.80	1.55	(1.29)
Net profit	0.70	4.44	4.25	1.01	(1.68)

In EUR per share	2025	2024	2023	2022	2021
Rate of exchange	1.1750	1.0389	1.1050	1.0666	1.1326
EBITDA	3.58	5.74	5.33	2.48	0.38
EBIT	2.14	4.93	4.34	1.45	(1.13)
Net profit	0.60	4.28	3.85	0.94	(1.48)

History of dividend per share	2025	2024	2023	2022	2021
Dividend	0.26 D,E	1.15	6.64	1.13	0.09
Of which interim div. of	0.26	1.15	2.07	0,03	0.09

A) The company has decided to reclassify certain cost & revenue elements without impact on EBITDA, EBIT and net income. This voluntary change has been adopted in 2021 and has been

applied retrospectively.

B) EBITDA (a non-IFRS measure) represents operating earnings before interest expense, income taxes and depreciation expense attributable to us. EBITDA is presented to provide investors

with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. We believe that EBITDA is useful to investors

as the shipping industry is capital intensive which often brings significant cost of financing. EBITDA should not be considered a substitute for profit/(loss) attributable to us or cash flow from

operating activities prepared in accordance with IFRS as adopted by the European Union or as a measure of profitability or liquidity. The definition of EBITDA used here may not be comparable

to that used by other companies.

C) Excluding 25,807,878 shares held by the Company in 2025 (2024: 25,807,878 and 2023: 17,790,716)

D) The total gross dividend in relation to 2025 amounts to USD 0.26 per share and is the sum of the interim dividend of USD 0.05 per share paid in October 2025, the interim dividend of USD

0.05 per share paid in January 2026 and the interim dividend of USD 0.16 to be paid on or about April 27, 2026.

E) Ratio is based on the actual exchange rate EUR/USD on the dividend record date day.

CMB.TECH - Annual Report 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 2021 - 2025

Table 2: Consolidated statement of financial position 2021-2025


(In thousands of USD)	31.12.2025	31.12.2024	31.12.2023	31.12.2022	31.12.2021
Assets
Non-current assets	7,493,018	3,434,227	1,787,543	3,362,014	3,309,116
Current assets	912,556	470,819	1,631,737	607,059	459,407
TOTAL ASSETS	8,405,574	3,905,046	3,419,280	3,969,073	3,768,523

Liabilities
Equity	2,623,320	1,192,324	2,357,373	2,173,465	1,960,582
Non-current liabilities	4,721,438	2,320,066	637,154	1,541,270	1,486,908
Current liabilities	1,060,816	392,656	424,753	254,338	321,033
TOTAL LIABILITIES	8,405,574	3,905,046	3,419,280	3,969,073	3,768,523

CMB.TECH - Annual Report 2025

Financial calendar 2026

Figure 1: Daily volume traded shares 2025

19 May 2026

Announcement of first quarter results 2026

21 May 2026

Annual General Meeting of Shareholders

27 August 2026

Announcement of second quarter results 2026

27 August 2026

Half year report 2026 available on website

26 November 2026

Announcement of third quarter results 2026

The CMB.TECH share

Figure 2: Share price evolution 2025

CMB.TECH - Annual Report 2025

About this report

Reporting approach

This 2025 report has been prepared in accordance

with the EU Directive on disclosure of non-financial

and diversity information and is based on the

International Integrated Reporting (IR) Framework as

developed by the International Integrated Reporting

Council (IIRC). The CSRD is not compulsory for

CMB.TECH.

CMB.TECH NV, its subsidiaries and joint ventures

are referred to as CMB.TECH (or the group, the

company) in this report, which covers the activities

and performance of CMB.TECH for the financial

year ended 31 December 2025 (FY2025). The

report also includes any material events that

occurred after this date, up to the date of

publication.

The report outlines CMB.TECH's business and

sustainability strategy and provides a basis for

measuring progress in achieving business goals,

linked to the most material topics. Details on the

material topics can be found on page 60 of this

report.

Sustainability-related information is based on the

GRI (Global Reporting Initiative) standards and SASB

(Sustainability Accounting Standards Board).

CMB.TECH's sustainability strategy is also aligned

with the United Nations Sustainable Development

Goals (UNSDG).

Data measurement

methods and assumptions

CMB.TECH’s current organisational boundary for

greenhouse gas (GHG) reporting is defined based

on the operational control approach. The reported

GHG emissions data are calculated based on the

Greenhouse Gas Protocol: A Corporate Accounting

and Reporting Standard (Revised Edition).

Assurance

This report uses third party assurance in the

following aspects:

– Our external auditor, BDO - BEDRIJFSREVISOREN-

BDO REVISEURS D'ENTREPRISES, provides

assurance on the audited financial results.

– Each of our vessels’ fuel consumption and

relevant activity data have been verified by one

of the following third parties: Lloyds Register,

DNV, American Bureau of Shipping (ABS). These

parties confirmed that the data were collected

and reported in accordance with the

methodology and processes set out in the Ship

Energy Efficiency Management Plan Part II

(SEEMP Part II) as required by Regulation 22A of

Annex VI of MARPOL Convention.

Representation by the

persons responsible for the

financial statements and for

the management report

Mr Patrick De Brabandere, Chairman of the

Supervisory Board, Mr Alexander Saverys, CEO and

Mr Ludovic Saverys, CFO, hereby certify that, to the

best of their knowledge,

– (a) the consolidated financial statements as of

and for the year ended 31 December 2025,

which have been prepared in accordance with

International Financial Reporting Standards and

International Accounting Standards as issued by

the International Accounting Standards Board

(IASB) and Interpretations (collectively IFRS

Accounting Standards) as adopted by the

European Union, give a true and fair view of the

assets, liabilities, financial position and results of

CMB.TECH NV and the entities included in the

consolidation.

– (b) the integrated annual report gives an

accurate account of the activities, status and

results of CMB.TECH NV and the entities

included in the consolidation, and describes the

main risks and uncertainties they may face.

CMB.TECH - Annual Report 2025

Shareholder letter

Dear Shareholders and Stakeholders,

Dear Colleagues,

Over the past year, CMB.TECH has taken a

defining step forward in its development. The

successful merger with Golden Ocean Group

Limited (GOGL) marks a pivotal milestone in our

ambition to build a diversified, future-proof

maritime group. The speed with which this

transaction was executed, combined with the

smooth and effective integration of both

organisations, reflects the strength and

professionalism of our teams and the clarity of

our strategic direction.

The integration of GOGL has expanded our scale,

enhanced our market presence and reinforced

the foundation of our long-term strategy, while

reinforcing our commitment to value creation for

all stakeholders. By combining complementary

fleets and expertise, CMB.TECH is now better

positioned to navigate the evolving dynamics of

global shipping markets.

Throughout 2025, we have continued to execute on

our strategy of diversification and rejuvenation of

our fleet. We remain focused on maintaining a

balanced portfolio across shipping segments while

investing in modern, efficient, and environmentally

advanced vessels. This disciplined approach

strengthens our competitive position and supports

sustainable value creation.

In parallel, we continue to lead in the transition

towards sustainable shipping. In 2025, we

established an industrial partnership in China

aimed at supporting the development of a green

ammonia supply infrastructure. This initiative is a

key building block in enabling the large-scale

adoption of alternative fuels and underscores our

commitment to leading the energy transition in

shipping.

In 2026, we expect the delivery of the world’s

first ammonia-powered vessels —an important

step in our journey to decarbonise the maritime

sector. These vessels demonstrate our

commitment to innovation and our determination

to remain at the forefront of technological

advancement.

Looking ahead, 2026 is characterised by

heightened geopolitical tensions and increasing

uncertainty in global markets. While these

developments present challenges, they also

underscore the importance of our diversified

business model. Our presence across multiple

segments enables us to mitigate risks and

preserve both stability and long-term growth

potential.

On behalf of the Supervisory Board, I would like to

thank our management team, our employees and

crew for their dedication and professionalism in

delivering these achievements. I also extend my

sincere appreciation to you, our shareholders, for

your continued trust and support.

We remain confident in the strength of our

strategy and the opportunities ahead.

Yours sincerely,

Patrick De Brabandere,

Chairman of the Supervisory Board

CMB.TECH - Annual Report 2025

This is CMB.TECH

CMB.TECH - Annual Report 2025

Company profile

CMB.TECH is one of the largest listed, diversified

and future-proof maritime groups in the world with

about 250 seagoing vessels (including

newbuildings): dry bulk carriers, crude oil tankers,

chemical tankers, container vessels and offshore

energy vessels.

The strategy is centred around the diversification

and decarbonisation of the fleet: "Decarbonise

Today, Navigate Tomorrow."

Shipping is our core business. CMB.TECH owns

and operates a modern and future-proof fleet with a

clear focus on using low-carbon fuels to lower

carbon emissions. We operate 5 shipping divisions:

– Bocimar owns and operates dry bulk vessels

and transports iron ore, bauxite coal, grain and

other dry bulk cargoes.

– Euronav is engaged in maritime transport of

crude oil and crude oil storage.

– Bochem is an owner and operator of high quality

and modern stainless steel chemical tankers.

– Delphis specialises in medium-sized container

ships.

– Windcat is a leading provider of safe and

efficient crew transfer services to the offshore

energy industry.

CMB.TECH can offer hydrogen and ammonia fuel to

its customers, either through its own production or

by sourcing it from third party producers .

CMB.TECH also develops hydrogen and ammonia

storage to complete the value chain and deliver the

clean fuels to its customers.

CMB.TECH also collaborates with various partners to

design and develop low carbon combustion

technology for ships and large land-based

applications.

CMB.TECH is listed on Euronext Brussels and the

NYSE under the ticker symbol “CMBT” and on

Euronext Oslo Børs under the ticker symbol

“CMBTO”. The company is headquartered in

Antwerp, Belgium, and has offices across Europe,

Asia and Africa.

CMB.TECH - Annual Report 2025

Company strategy

Diversification of the fleet

The group focuses on owning and operating a diversified fleet. CMB.TECH represents a

diversified and future-proof maritime group with about 250 seagoing vessels (including

newbuildings): dry bulk vessels, crude oil tankers, chemical tankers, container vessels

and offshore wind vessels.

Decarbonisation of the fleet

CMB.TECH dedicates significant amounts of capital to the development of low-carbon

ships, engines, fuel supply systems and the production of low-carbon fuels. We want to

offer our customers the best ships to lower their greenhouse gas emissions. We also want

to optimise and modernise our existing fleet by divesting less efficient/older vessels and

reinvesting the proceeds in future-proof newbuildings/modern second-hand vessels or

technical upgrades (e.g. energy saving devices).

Our culture, ethics and values

A core set of values for the organisation are refined into

key behaviours that serve as exemplary for both

employees and management. By seeking to align the

values with the actions and attitudes that are displayed

both inside and outside the company, we hope to

successfully execute our corporate objectives. The

values define how CMB.TECH does business:

– Entrepreneurship: The entrepreneurial mindset will

fuel growth. Both shareholders and the wider society

will benefit from the end results. We are decisive

with a strong can-do attitude.

– Family: The way we do business, our ethics and our

interaction with our stakeholders are inspired by

strong family values: honesty, hard work, openness,

and solidarity.

– Growth & innovation: We are a pioneer in

decarbonising shipping, adapting to changing

environments by developing future-proof products

and solutions. We invest in the future, even in the

direst of times.

– Commitment: Through our values, we show our

commitment to the industry, our customers, our

employees and the world we live in. We are reliable

and loyal.

– Sustainability: We think about the wider impact of our

actions on society, the environment and the group. We

take the lead by implementing and promoting low-

carbon solutions.

– Efficiency: We are committed to working as efficiently

as possible in our day-to-day operations to maximise

the value creation of everything we undertake.

These values serve as our compass, as guidance for all

interactions with stakeholders and to reinforce dedication

to responsible, ethical and effective business practices.

CMB.TECH - Annual Report 2025

Innovation

CMB.TECH - Annual Report 2025

Innovation is a core value of CMB.TECH

Innovation is one of CMB.TECH’s core values. Our

commitment to innovation is rooted in the belief that

innovative solutions in our industry are needed to

create long-term added value for our company, the

environment and our stakeholders. We do not

merely adapt to change, we anticipate and influence

it, positioning ourselves as pioneers in our industry.

We integrate and invest in technologies that can

deliver real environmental benefits today, while

ensuring our fleet is well equipped to generate

lasting financial returns throughout its full lifetime.

We Decarbonise Today, to Navigate Tomorrow.

Our innovation pathways are focused on developing

low-carbon applications and improving operational

efficiency. We invest in the necessary solutions and

critical infrastructure to competitively reduce our

own environmental impact, leading our industry on

the path to net-zero.

Low-carbon applications

CMB.TECH has delivered various low carbon

projects and proves that decarbonisation is possible

today and that the technologies work. Together with

our strategic partners, we are actively building and

maturing the low and zero carbon fuel markets.

Our experience in building, testing, implementing

and operating innovative technologies across

various industry applications, creates a unique value

proposition for our stakeholders. Additionally, it

provides us with valuable insights to identify and

evaluate new business opportunities.

Hydrogen

Hydrogen is the simplest and most abundant

element in the universe. In its pure form (H2) it is a

colourless and odourless gas and it carries a lot of

energy for its weight. Green hydrogen can be made

by using renewable electricity to power an

electrolyser which splits water (H2O) into H2 and

O2. It is a key building block of any e-fuel and it can

also be used to deliver energy by consuming it

directly in an internal combustion engine or fuel cell.

Its clean burning properties make it an attractive

solution to decarbonise a broad range of

applications, on land and at sea. The main challenge

with hydrogen is that it is difficult to store. Its

volumetric energy is relatively low compared to

other fuels, meaning it takes up a lot of space for a

given amount of energy. Its storage footprint as well

as handling requirements become challenging as

larger energy quantities are required for longer

ranges and power demands. This is where ammonia

comes in.

Ammonia

Ammonia’s specific properties make it attractive for

long range and high energy applications such as

seagoing vessels. It is an excellent source of

hydrogen in its liquid form, containing twice as

much hydrogen by volume. Ammonia is a

compound made of 1x nitrogen and 3x hydrogen

atoms forming NH₃. It is a colourless gas with a

pungent odour. Ammonia is a widely traded

chemical commodity that has long been transported

in shipping. Around 180 million tonnes of ammonia

are produced each year and it is already handled

and stored in 120 ports around the world. This

means that safe handling procedures are well

known with a stable supply chain and well-known

production methods. CMB.TECH sees ammonia as

an excellent solution to be used in deep sea

shipping.

Batteries and Electrification

The battery industry is moving towards battery

chemistries with lower costs and higher energy

densities. At the same time, battery chemistries are

CMB.TECH - Annual Report 2025

also moving towards more stable and safer

chemistries. This has significant design implications

for our industry. Marine safety margins requires fire

suppression systems, blast protection, gas

detection, ventilation, cooling, physical separation

between modules, and redundant battery rooms. All

of this adds weight and volume beyond the cells

themselves. Ultimately, these developments are

making large battery systems on vessels more

attractive and easier to implement for a wide variety

of use-cases such as boosting efficiency, spinning

reserve, peak shaving and providing hotel load on

our deep-sea vessels. We already installed shaft

generators on a significant part of our fleet to make

sure our vessels’ hotel loads are supplied by their

most efficient (main) engine, saving directly on

auxiliary fuel. The generated electricity could also

be used to charge batteries onboard to run the main

engine in it’s most efficient operating range under

certain circumstances. On our CSOVs we are using

batteries as spinning reserve to provide instant

power assisting our Dynamic Positioning system.

Our technical team is constantly evaluating where

implementation of these technologies could result in

improved efficiency and costs.

Dual fuel engines

A key feature of our strategy is to utilise dual fuel

hydrogen-diesel or ammonia-diesel engines. This

dual fuel approach allows these low-carbon fuels to

be utilised in increasing rates as the infrastructure

becomes available whilst still allowing full operation

under traditional diesel where needed. We are

building flexibility into our assets so they can

gradually comply with the ever-tightening GHG

emission targets from regulators, without incurring

any additional operational risk in the short term. This

implies that our assets are future-proof as of today,

as well as on any long-term time horizon.

CMB.TECH - Annual Report 2025

Low-carbon fuels on board our ships

CMB.TECH is actively working on a safe and efficient

implementation of low-carbon dual fuel systems on

our vessels. CMB.TECH’s technical team is

responsible for making our fleet future-proof. Several

modifications are required to build cost-efficient

vessels powered by low-carbon fuels. Conventional

designs need to be adapted to include alternative

fuel storage tanks, fuel supply systems,

reliquefaction and catchment systems, as well as

additional control and safety systems. Not all vessels

are fully fitted with low-carbon fuel systems when

they hit the water. On some of our vessels, we

foresee provisions that allow for easy retrofitting at a

later stage.

Our technical team is working closely together with our

clients, shipyards, preferred suppliers, classification

societies, port authorities and flag states to ensure our

vessels are built according to all relevant safety

prescriptions, applicable rules and regulations. We are

defining and setting these standards together with

them during HAZID and HAZOP studies.

In 2025, we took delivery of 10 vessels on which

provisions have been made for a future ammonia

fuel retrofit. Among them are eight Newcastlemax

dry bulk carriers, one chemical tanker, and our first

ammonia-ready Very Large Crude Carrier (VLCC).

In the meantime, planning has started to convert

ammonia-ready vessels to be fully ammonia-

powered.

Through our partnership with WinGD, significant

progress has been made regarding the

development of the first large-bore ammonia

engine. WinGD has confirmed key parameters for its

X-DF-A ammonia-powered engine design after full-

load testing at its Engine Research and Innovation

Centre in Winterthur, Switzerland. Operation on

ammonia achieved the same thermal efficiency as

for diesel fuel, with pilot oil consumption at the

targeted 5% of overall fuel consumption at full load.

After having received design approval last year, this is

another significant milestone achieved in the

development of our ammonia-powered Newcastlemax

bulk carriers.

As we are preparing for the first ammonia-powered

vessels to enter our fleet, we conducted several

additional safety studies and field testings of our

ammonia safety concept together with the Research

Institutes of Sweden AB (RISE) with positive results

and are setting up crew-training programs together

with Anglo-Eastern to support our seafarers in

familiarising with this new technology.

Furthermore, we welcomed two Commissioning

Service Operation Vessels (CSOVs) with diesel-

electric hybrid propulsion system to our fleet, fitted

with a hydrogen-diesel dual-fuel genset. As well as

seven additional hydrogen dual fuel powered Crew

Transfer Vessels (CTVs).

CMB.TECH - Annual Report 2025

Research & development of low-

carbon fuels and systems

In cooperation with OEMs, CMB.TECH develops,

tests and markets low-carbon solutions for marine,

port and industrial applications.

CMB.TECH has developed a dual fuel hydrogen

technology that uses internal combustion engines

(H₂ICE). Together with supporting fuel storage and

distribution systems, it enables our broader industry to

reduce its environmental impact by operating dual fuel

hydrogen engines. We have tested and begun to

launch this technology over the past few years with

several prominent partners, such as Volvo Penta and

MAN.

By deploying low-carbon solutions in and around

the port area, CMB.TECH expands its activities with

future-proof heavy-duty assets that handle and

transport cargo for our vessels, fully aligned with

our clean fuel strategy.

This means we target marine power systems, port

equipment, power generation and transport

application which can all be found in ports. In 2025,

several field trials for mobile and stationary

applications using our dual fuel technology were

deployed. Among them are a RoRo tractor used to

load and unload vehicles and other cargo onto and

off ships using ramps, a straddle carrier and

gensets.

CMB.TECH continued the development of Africa's

first dual fuel hydrogen-diesel locomotive and

kicked-off a second locomotive project which will

have a diesel-electric hybrid set-up with a

swappable battery container. These pilot projects

aim to pave the way for the entire locomotive fleet

in Namibia in the future.

JPNH₂YDRO and BeHydro, both CMB.TECH joint

ventures, have started a partnership with Daihatsu

InfiniEarth and Mizuno Marine for the introduction of

hydrogen engines in Japan, with the goal to

decarbonise shipping in that area.

CMB.TECH - Annual Report 2025

Production and distribution of low-carbon fuels

CMB.TECH is involved in various projects whereby

the necessary technology and infrastructure is

designed, developed and operated to produce and

distribute green hydrogen and ammonia. We offer

hydrogen and ammonia fuel to our customers,

either through own production or by sourcing it from

third party producers.

We believe that ports are the energy hub of the

future and therefore are the perfect ecosystem to

encourage the production of green molecules,

development of refuelling infrastructure and use of

alternative fuels so we can ensure future supply to

our vessels.

CMB.TECH Namibia

Our hydrogen production facility in Namibia is fully

operational since September 2025. A 6.5 hectare

solar park powers our 5MW electrolyser to produce

green hydrogen. The fuel will be used for

hydrogen-powered trucks, port equipment, railway

applications and small ships. This strategic

development is a realisation of our vision. It not only

addresses urgent infrastructure needs but also

strengthens the link between green molecules and

maritime activities, reinforcing the importance of the

Port of Walvis Bay.

The project's first phase focuses on hydrogen

production for local use, with plans for subsequent

expansion to include ammonia storage and

bunkering facilities.

Andefu

In January 2026, the company invested in the

Chinese ammonia supply chain. CMB.TECH has

signed an off-take agreement for green ammonia

produced by CEEC Hydrogen Energy in Jilin

Province and owns a minority share in privately

owned Jiangsu Andefu Energy Technology Co., Ltd.,

one of China's largest ammonia supply chain

companies. This creates an industrial partnership

between two companies supporting maritime

decarbonisation and the development of a green

ammonia supply infrastructure. A subsidiary of

Andefu, Jiangsu Andefu Storage Co., Ltd., is

currently constructing a 49,000 m³ low-temperature

ammonia storage tank in Nanjing, providing critical

hub capacity for ammonia distribution and future

marine fuel applications. The storage tank is

scheduled to be commissioned in H1 2026. In

addition, Andefu, in cooperation with CEEC, will build

an ammonia storage terminal into operation in Panjin

in the second half of 2027, significantly enhancing

China’s large-scale green ammonia logistics and

supply capabilities. Andefu is also advancing ship-to-

ship (STS) ammonia bunkering operations, targeting

commercial deployment in 2026, to support the

emerging global ammonia-fuelled shipping fleet

together with CMB.TECH.

CMB.TECH - Annual Report 2025

Improving operational efficiency

Implementing Artificial Intelligence

We leverage artificial intelligence to drive efficiency

across our core maritime business functions,

systematically integrating AI tools into our legal,

accounting, operations and post-fixture processes.

This automation streamlines daily workflows,

reduces manual data handling and accelerates

administrative turnaround times. Concurrently, we

are continuously exploring more advanced AI

applications to enhance the productivity of our

teams even further.

Fleet performance monitoring &

optimisation

Fleet performance analysis at CMB.TECH goes

beyond the conventional use of noon reports. With

sensor technology now embedded across a large

part of the fleet, performance assessments have

become more precise. It allows our fleet

performance teams to expand beyond assessments

of technical vessel efficiency to proactive decision-

making that directly impacts operational efficiency.

We assess performance based on both theoretical

and historical baselines that we generate using both

empirical and data-driven methodologies. If a

vessel’s efficiency declines beyond acceptable

thresholds, we investigate the root cause, whether

it’s hull fouling, engine wear or operational

inefficiencies.

In this process the vessel's crew is actively

engaged, whereby a modern data architecture

allows to make the same data and insights available

ashore and onboard. Instead of relying on broad

assumptions about weather and sea conditions,

vessels receive optimised routing recommendations

based on live data feeds. These insights help our

vessels reduce unnecessary fuel consumption,

improve arrival schedules and meet charter party

expectations.

CMB.TECH - Annual Report 2025

Figure 3: Key highlights 2025

CMB.TECH - Annual Report 2025

Figure 4: Key highlights 2025

CMB.TECH - Annual Report 2025

Milestones 2025

23 January

The company took delivery of the Newcastlemax

Mineral Osterreich (2025 - 210,761 dwt).

7 January

The company took delivery of the Newcastlemax

Mineral Portugal (2025 - 210,754 dwt).

27 January

The VLCC Alsace (2012 - 299,999 DWT)

was successfully delivered to its new owner.

A capital gain of approximately USD 27.46

million was booked in Q1 2025.

13 January

Windcat Workboats International BV, a subsidiary of

CMB.TECH, has ordered a newbuild hydrogen-

powered (dual fuel) multifunctional harbour utility

vessel (MPHUV) with Neptune Construction. Delivery

is scheduled in 2026.

CMB.TECH - Annual Report 2025

4 March

CMB.TECH NV announced that it had entered

into a share purchase agreement with Hemen

Holding Limited, through its subsidiary, for the

acquisition of 81,363,730 shares in Golden

Ocean Group Limited (representing ca. 40.8%

of Golden Ocean’s outstanding shares and

votes which includes all Golden Ocean shares

controlled by Hemen).

3 April

CMB.TECH NV filed a Schedule 13D/A to

report that CMB.TECH NV indirectly

acquired 9,689,297 additional shares in

Golden Ocean in the open market

following the Share Purchase.

26 March

The company took delivery of the CTV Hydrocat 60.

27 March

CMB.TECH NV filed a Schedule 13D/A to

report that CMB.TECH NV indirectly

acquired 7,347,277 additional shares in

Golden Ocean in the open market

following the Share Purchase.

10 April

The company took

delivery of the

Newcastlemax

Mineral Suomi (2025

- 210,000 dwt).

24 March

CMB.TECH announced that it signed an

agreement with Mitsui O.S.K. Lines, Ltd. (“MOL”)

and MOL CHEMICAL TANKERS PTE. LTD.

(“MOLCT”) for nine ammonia-powered vessels.

9 April

The Company took

delivery of the CTV

TSM Windcat 59.

CMB.TECH - Annual Report 2025

14 April

CMB.TECH announced that it signed

an agreement with Fortescue to

charter a new ammonia-powered

vessel featuring a dual fuel engine.

23 April

The company took delivery of the Newcastlemax

Mineral Sverige (2025 - 210,000 dwt).

23 May

The company took delivery of the Newcastlemax

Mineral Polska (2025 - 210,000 dwt).

22 April

CMB.TECH and Golden Ocean announced that

they signed a term sheet for a contemplated

stock-for-stock merger, with CMB.TECH as the

surviving entity, based on an exchange ratio of

0.95 shares of CMB.TECH for each share of

Golden Ocean, subject to customary adjustments.

30 April

CMB.TECH announced that it had sold three VLCCs,

Iris (2012 - 314,000 dwt), Hakata (2010 - 302,550

dwt) & Hakone (2010 - 302,624 dwt) as part of its

fleet rejuvenation. The sales generated a total capital

gain of USD 96.4 million.

CMB.TECH - Annual Report 2025

3 July

The company entered into an agreement to sell the

Capesize vessel Golden Zhoushan for a sale price of

USD 22.1 million, less a 1% commission. The vessel was

delivered to its new owner in the third quarter of 2025.

23 June

The company took delivery of the Newcastlemax

Mineral Cesko (2025 - 210,000 dwt).

2 July

The CTV TSM Windcat 58 was delivered.

28 May

CMB.TECH and Golden Ocean announced that they

signed an agreement and plan of merger for a stock-

for-stock merger, as contemplated by the term sheet

previously announced on 22 April 2025.

24 July

The CSOV Windcat Rotterdam was delivered.

CMB.TECH - Annual Report 2025

19 August

Golden Ocean held a Special General Meeting to

vote on the proposed merger. The merger was

approved by shareholders holding 92.72% of the

shares present or represented at the meeting.

25 August

The Company entered into an agreement to sell the

Suezmax Sofia (2010 - 165,000 dwt). The sale

generated a capital gain of approximately USD 20.4

million and was delivered to its new owner in the fourth

quarter of 2025.

28 August

Mr. Marc Saverys decided to resign as member and

chairman of the Supervisory Board of CMB.TECH. Mr.

Patrick de Brabandere, as representative of Debemar BV

was appointed to succeed Mr. Marc Saverys as chairman

of the Supervisory Board.

The Supervisory Board further decided to co-opt Mrs.

Gudrun Janssens as independent member within the

Supervisory Board.

8 August

The Company took delivery of Newcastlemax

Mineral Slovensko (2025- 210,761 dwt).

20 August

The merger with Golden Ocean was closed.

CMB.TECH - Annual Report 2025

18 September

The Company took delivery of Chemical tanker

Bochem Santos (2025, 25,000 dwt).

26 September

The Company took delivery of Newcastlemax

Mineral Slovenija (2025, 210,000 dwt).

25 September

On 25 September 2025, CMB.TECH announced that Mrs.

Julie De Nul decided to resign as member of the

Supervisory Board of CMB.TECH NV. The Supervisory

Board decided to co-opt Mr. Carl Steen as independent

member within the Supervisory Board. Mr. Carl Steen was

appointed to succeed Mrs. Julie de Nul as chairman of the

Remuneration committee.

20 October

CMB.TECH announced the sale of the

capesize Battersea (2009, 169.390 dwt). The

sale generated a total capital gain of USD 2.4

million. The vessel was delivered to its new

owner during Q4 2025.

CMB.TECH - Annual Report 2025

12 December

CMB.TECH took delivery of the CTV Windcat 62.

12 November

The Company took delivery of the CTV Windcat 61.

19 December

The Company took delivery of the CSOV Windcat

Amsterdam.

25 November

Windcat has ordered one Multi-

Purpose Accommodation Service

Vessel (MP-ASV).

10 November

The Company took delivery of VLCC Atrebates (2025,

319,000 dwt).

CMB.TECH - Annual Report 2025

Interview with the CEO & CFO

Alexander Saverys CEO

Alexander, looking back on the year 2025, what

was the most significant milestone of the year

for you personally, and why?

We achieved several milestones in 2025, but the

successful merger with Golden Ocean stood out.

The merger is fully in line with our strategy to

diversify our fleet. The swift completion of this

transaction, combined with the smooth and

effective integration of both organisations, reflects

the strength and professionalism of our teams and

the clarity of our strategic direction.

Following the merger, the fleet expanded

significantly with Golden Ocean vessels. At the

same time, CMB.TECH also took delivery of a

number of newbuilds. Was there a particular

vessel that stood out for you, and which

upcoming deliveries in 2026 are you most

looking forward to?

CMB.TECH took delivery of 19 vessels: eight

Newcastlemaxes, one chemical tanker, one VLCC,

two CSOVs and seven CTVs. In addition, the

Golden Ocean transaction included 59

Newcastlemax/Capesize vessels and 32

Kamsarmax/Panamax vessels.

Every ship is unique in its own way. The CSOVs

stand out because this type of vessel is a new

design in our fleet. The Windcat Rotterdam and

Windcat Amsterdam are our first large offshore

energy supply ships and are the most modern and

technologically advanced ships we own.

I am very much looking forward to the delivery of

our first ammonia-powered ships in 2026. That

will be a major milestone, not only for CMB.TECH

but also for the shipping industry.

CMB.TECH is increasingly investing across the

low-carbon value chain. How do you see the

future development of investment in ammonia

production?

We will continue to invest in the production,

distribution and storage of hydrogen and ammonia

to complete the value chain and ensure a reliable

supply of clean fuels to our customers. In addition

to our ongoing developments in Namibia, we are

also investing in ammonia production in China,

where the commitment to and commercialisation

of decarbonised fuels has never been stronger.

The group further grew and diversified its fleet.

From a commercial perspective, which trans-

action was most interesting to you, and which

market surprised you most this year?

The sale of some of our older tankers during 2025

and at the beginning of 2026 at very strong prices,

were a very important milestone for our company.

At the same time we execute our rejuvenation

strategy, we crystalise a very big profit and we

generate big amounts of cash that can be used for

investments, repaying debt and paying dividends.

A win-win-win !

Container markets were much stronger than

anticipated due to the ongoing geopolitical

turmoil , but we don’t have any exposure to that

market. So, I will choose tanker markets : they

went up as expected, but then skyrocketed

towards the end of the year and into 2026.

CMB.TECH - Annual Report 2025

Ludovic Saverys CFO

Ludovic, from a financial standpoint, what was

the most interesting transaction for you in 2025

and why?

Without doubt, the merger with Golden Ocean

stands out as the most interesting transaction of

the year. We were able to structure the deal by

taking over 40 % in the company through a bridge

loan, and subsequently execute a stock-for-stock

merger within very short timeframes. Within the

same year, we are able to repay the bridge loan in

full, refinance the fleets and integrate the balance

sheets.. This demonstrates our financial discipline,

internal expertise and importantly, the strong

support we enjoy from our core banks to execute

decisively when opportunities arise.

With dry bulk becoming the group’s largest

division, what are your expectations for the

market as we move into 2026?

CMB.TECH remains a very diversified maritime

group, but after the integration of Golden Ocean,

the dry bulk division has indeed become the

largest of our shipping divisions. 2026 for dry bulk

markets started off on a strong footing driven by

very healthy cargo volumes and a modest

orderbook. Even though most analysts have a

muted outlook for dry bulk in 2026, we are more

optimistic as healthy cargo growth, longer sailing

distances and congestion/inefficiencies all support

better freight rates. The dry cargo fleet is also

rapidly ageing, which should lend further support

in the years to come.

Finally, what are the key financial priorities for

CMB.TECH in 2026?

Our priorities for 2026 are clear and consistent

with what we have communicated to the market.

First, we are very close to achieving our

deleveraging targets, which remains a key focus.

Second, we continue to drive operational

excellence across all divisions to maximise cash

generation and resilience. Third, we are

deliberately building financial firepower to remain

ready for further accretive M&A opportunities.

Fourth, we will continue to strengthen our balance

sheet while simultaneously rewarding our

shareholders through dividends, maintaining a

disciplined and balanced capital allocation

approach.

CMB.TECH - Annual Report 2025

Activities and achievements

CMB.TECH - Annual Report 2025

Overview of the year 2025

The first quarter

For the first quarter of 2025, CMB.TECH realised a

net gain of USD 40.4 million or USD 0.21 per share

(first quarter 2024: a net gain of USD 495.2 million

or USD 2.46 per share). EBITDA (a non-IFRS

measure) for the same period was USD 158.4 million

(first quarter 2024: USD 550.5 million). The average

daily time charter equivalent (TCE) obtained by the

company’s VLCC fleet in the TI Pool was

approximately USD 35,101 per day, whereas in the

first quarter of 2024 this was USD 41,700 per day.

The TCE of the VLCC fleet fixed on long-term

charters, including profit shares when applicable,

was USD 46,135 per day (first quarter 2024: USD

46,300 per day). The average daily TCE obtained

by the Suezmax spot fleet was approximately USD

41,391 per day including profit shares when

applicable (first quarter 2024: USD 58,000 per day).

The TCE of the Suezmax fleet fixed on long-term

time charters, including profit shares when

applicable, was USD 31,328 per day (first quarter

2024: USD 30,700 per day). The average daily TCE

obtained by the dry-bulk spot fleet was

approximately USD 18,393 per day (first quarter

2024: USD 23,924 per day). The TCE of the

container fleet fixed on long-term time charters was

USD 29,378 per day (first quarter 2024: USD

29,378 per day). The TCE of the chemical spot fleet

was USD 20,521 per day (first quarter 2024: USD

25,545 per day). The TCE of the chemical tanker

fleet fixed on long-term time charters was USD

19,306 per day (first quarter 2024: USD 19,306 per

day). The TCE of the Windcat fleet fixed on long-

term time charters was USD 2,376 per day (first

quarter 2024: USD 2,889 per day.

CMB.TECH - Annual Report 2025

January

CMB.TECH has sold the Suezmax Cap Lara (2007 -

158,826 dwt). The sale generated a capital gain of

USD. 18.8 million. The vessel was delivered to its

new owner on 10 March 2025.

On 7 January 2025, the company took delivery of the

Newcastlemax Mineral Portugal (2025 - 210,754 dwt).

On 13 January 2025, Windcat Workboats International

BV, a subsidiary of CMB.TECH, has ordered a

newbuild multifunctional harbour utility vessel

(MPHUV) with Neptune Construction. Delivery is

scheduled in 2026.

On 23 January 2025, the company took delivery of

the Newcastlemax Mineral Osterreich (2025 -

210,761 dwt).

On 27 January 2025, the VLCC Alsace (2012 -

299,999 DWT) was successfully delivered to its new

owner. A capital gain of approximately USD 27.46

million was booked in Q1 2025.

The Windcat 6 was sold, after 18 years of service. The

sale generated a capital gain of USD 0.25 million. The

vessel was delivered to its new owner at the end of

January 2025.

February

On 10 February 2025, the CTV Hydrocat 60 became

operational.

March

On 4 March 2025, CMB.TECH NV announced that it

had entered into a share purchase agreement with

Hemen Holding Limited, through its subsidiary, for

the acquisition of 81,363,730 shares in Golden

Ocean Group Limited (representing ca. 40.8% of

Golden Ocean’s outstanding shares and votes

which includes all Golden Ocean shares controlled

by Hemen), at a price of USD 14.49 per share. On

March 12, 2025, CMB.TECH NV, through its

subsidiary, purchased from Hemen the 81,363,730

shares in Golden Ocean. This acquisition was in line

with CMB.TECH’s strategic objective of

diversification and investing in a modern dry bulk

fleet.

On 21 March 2025, Golden Ocean Group Limited

announced the appointment by the Board of Directors

of Mr. Patrick De Brabandere and Mr. Patrick Molis as

Directors of the company. Taking into account these

changes, the Board of Directors at that time consisted

of Mr. James O’Shaughnessy, Ms. Tonesan Amissah,

Mr. Patrick De Brabandere and Mr. Patrick Molis.

On 24 March 2025, CMB.TECH announced that it

signed an agreement with Mitsui O.S.K. Lines, Ltd.

(“MOL”) and MOL CHEMICAL TANKERS PTE. LTD.

(“MOLCT”) for nine ammonia-powered vessels. These

vessels will be among the world's first ammonia-

powered Newcastlemax bulk carriers and chemical

tankers. The delivery of these ships is expected

between 2026 and 2029. Three ammonia-fitted

210.000 dwt Newcastlemax bulk carriers currently on

order at Qingdao Beihai Shipyard will be jointly owned

by CMB.TECH and MOL and chartered to MOL for a

period of 12 years each. Six chemical tankers - two

ammonia fitted and four ammonia-ready - have been

ordered at China Merchants Jinling Shipyard

(Yangzhou) by CMB.TECH and chartered to MOLCT

for 10 and 7 years each respectively.

On 26 March 2025, the company took delivery of the

CTV Hydrocat 60.

On 27 March 2025, CMB.TECH NV filed a Schedule

13D/A to report that CMB.TECH NV indirectly acquired

7,347,277 additional shares in Golden Ocean in the

open market following the Share Purchase. On 27

March 2025, CMB.TECH NV owned an aggregate of

88,711,007 shares in Golden Ocean, representing

approximately 44.5% of Golden Ocean's outstanding

voting shares.

CMB.TECH - Annual Report 2025

The second quarter

For the second quarter of 2025, CMB.TECH realised

a net loss of USD 7.6 million or USD -0.04 per share

(second quarter 2024: a net gain of USD 184.4

million or USD 0.95 per share). EBITDA (a non-IFRS

measure) for the same period was USD 224.1 million

(second quarter 2024: USD 261.2 million). For the

second quarter of 2025, the average daily TCE

obtained by the company’s VLCC fleet in the TI pool

was approximately USD 44,981 per day (second

quarter 2024: USD 50,500 per day). The TCE of the

VLCC fleet fixed on long-term charters, including

profit shares when applicable, was USD 46,094 per

day (second quarter 2024: USD 47.000 per day).

The average daily TCE obtained by the Suezmax

spot fleet was approximately USD 40,160 per day

including profit shares when applicable (second

quarter 2024: USD 49,500 per day). The TCE of the

Suezmax fleet fixed on long-term time charters,

including profit shares when applicable, was USD

33,023 per day (second quarter 2024: USD 30,750

per day). The average daily TCE obtained by the dry

bulk spot fleet was approximately USD 23,081 per

day (second quarter 2024: USD 36,731 per day).

The TCE of the container fleet fixed on long-term

time charters was USD 29,378 per day (second

quarter 2024: USD 29,378 per day). The TCE of the

chemical spot fleet was USD 22,411 per day

(second quarter 2024: USD 27,307 per day). The

TCE of the chemical tanker fleet fixed on long-term

time charters was USD 19,306 per day (second

quarter 2024: USD 19,306 per day). The TCE of the

Windcat fleet fixed on long-term time charters was

USD 3,146 per day (second quarter 2024: USD

2,759 per day.

April

On 3 April 2025, CMB.TECH NV filed a Schedule 13D/

A to report that CMB.TECH NV indirectly acquired

9,689,297 additional shares in Golden Ocean in the

open market following the Share Purchase. On 3 April

2025, CMB.TECH NV owned an aggregate of

98,400,204 shares in Golden Ocean, representing

approximately 49.4% of Golden Ocean's outstanding

voting shares.

On 9 April 2025, the company took delivery of the

CTV TSM Windcat 59 .

On 10 April 2025, the company took delivery of the

Newcastlemax Mineral Suomi (2025 - 210,000 dwt).

On 14 April 2025, CMB.TECH announced that it signed

an agreement with Fortescue to charter a new

ammonia-powered vessel featuring a dual fuel engine.

The 210,000-dwt vessel is part of CMB.TECH’s series

of large dry bulk carriers currently on order at Qingdao

Beihai Shipyard and is expected to be delivered to

Fortescue by the end of next year. It will play a vital role

taking iron ore from the Pilbara to customers in China

and around the world.

On 22 April 2025, CMB.TECH and Golden Ocean

announced that they signed a term sheet for a

contemplated stock-for-stock merger, with CMB.TECH

as the surviving entity, based on an exchange ratio of

0.95 shares of CMB.TECH for each share of Golden

Ocean, subject to customary adjustments.

On 23 April 2025, the company took delivery of the

Newcastlemax Mineral Sverige (2025 - 210,000 dwt).

On 30 April 2025, CMB.TECH announced that it had

sold three VLCCs, Iris (2012 - 314,000 dwt), Hakata

(2010 - 302,550 dwt) & Hakone (2010 - 302,624 dwt)

as part of its fleet rejuvenation. The sales generated a

total capital gain of USD 96.4 million. The vessels were

delivered to their new owners in the course of 2025.

May

On 23 May 2025, the company took delivery of

the Newcastlemax Mineral Polska (2025 -

210,000 dwt).

On 28 May 2025, CMB.TECH and Golden Ocean

announced that they signed an agreement and plan

of merger for a stock-for-stock merger, as

contemplated by the term sheet previously

announced on 22 April 2025.

June

On 23 June 2025, the company took delivery of the

Newcastlemax Mineral Cesko (2025 - 210,000 dwt).

CMB.TECH - Annual Report 2025

The third quarter

For the third quarter of 2025, the company realised a profit

for the period of USD 17.3 million or USD 0.07 per share

(third quarter 2024: a profit for the period of USD 98.1

million or USD 0.49 per share). EBITDA (a non-IFRS

measure) for the same period was USD 238.4 million (third

quarter 2024: USD 177.1 million). For the third quarter of

2025, the average daily TCE obtained by the company’s

VLCC fleet in the TI pool was approximately USD 30,486

per day (third quarter 2024: USD 39,700 per day).The TCE

of the VLCC fleet fixed on long-term charters, including

profit shares when applicable, was USD 45,725 per day

(third quarter 2024: USD 46,700 per day). The average

daily TCE obtained by the Suezmax spot fleet was

approximately USD 48,210 per day including profit shares

when applicable (third quarter 2024: USD 37,200 per day).

The TCE of the Suezmax fleet fixed on long-term time

charters, including profit shares when applicable, was USD

33,455 per day (third quarter 2024: USD 30,750 per day).

The average daily TCE obtained by the Newcastlemax spot

fleet was approximately USD 29,423 per day (third quarter

2024: USD 31,271 per day).The TCE of the Newcastlemax

fleet fixed on long-term time charters, including profit

shares when applicable, was USD 21,329 per day. The

average daily TCE obtained by the Capesize spot fleet was

approximately USD 20,537 per day. The average daily TCE

obtained by the Panamax/Kamsarmax spot fleet was

approximately USD 13,467 per day. The TCE of the

Panamax/Kamsarmax fleet fixed on long-term time charters,

including profit shares when applicable, was USD 13,364

per day. The TCE of the container fleet fixed on long-term

time charters was USD 29,378 per day (third quarter 2024:

USD 29,378 per day). The TCE of the chemical spot fleet

was USD 20,675 per day (third quarter 2024: USD 25,489

per day). The TCE of the chemical tanker fleet fixed on

long-term time charters was USD 19,306 per day (third

quarter 2024: USD 19,306 per day). The TCE of the CSOV

fleet fixed on long-term time charters was USD 27,272 per

day. The TCE of the CTV fleet fixed on long-term time

charters was USD 3,470 per day (third quarter 2024: USD

3,075 per day.

CMB.TECH - Annual Report 2025

July

On 2 July 2025, the CTV TSM Windcat 58 was

delivered.

On 3 July 2025, the company entered into an

agreement to sell the Capesize vessel Golden

Zhoushan for a sale price of USD 22.1 million, less a

1% commission. The vessel was delivered to its new

owner in the third quarter of 2025.

On 17 July 2025, CMB.TECH provided a market update

on the progress of the stock-for-stock merger

between CMB.TECH and Golden Ocean. It was

announced that Golden Ocean would hold an SGM to

vote on the proposed merger on 19 August 2025.

On 24 July 2025, the CSOV Windcat Rotterdam was

delivered.

August

On 8 August 2025, the company took delivery of

Newcastlemax Mineral Slovensko (2025- 210,761 dwt).

On 19 August 2025, Golden Ocean held a Special

General Meeting to vote on the proposed merger.

The merger was approved by shareholders holding

92.72% of the shares present or represented at the

meeting. Dissenting shareholders were able to,

within one month after the notice for the Special

General Meeting had been given, apply to the

Supreme Court of Bermuda to have the fair value of

its shares appraised. Certain parties alleging to be

former shareholders of Golden Ocean had filed

appraisal claims. The aggregate number of Golden

Ocean shares allegedly held by these parties is

24,438,718, representing approximately 12.15% of

the total number of former Golden Ocean shares.

On 20 August 2025, the merger was closed. Based

on the Exchange Ratio and the current number of

outstanding Golden Ocean common shares and

ordinary shares in the company, the company

issued 95,952,934 new ordinary shares by means

of a capital increase by contribution in kind.

Upon completion of the merger, CMB.TECH

shareholders own 70% (or 67% excluding treasury

shares) of the total issued share capital of

CMB.TECH and Golden Ocean shareholders own

30% (or 33% excluding treasury shares) of the total

issued share capital of CMB.TECH.

On 25 August 2025, the company entered into an

agreement to sell the Suezmax Sofia (2010 -

165,000 dwt). The sale generated a gain of

approximately USD 20.4 million and was delivered

to its new owner in the fourth quarter of 2025.

On 28 August 2025, CMB.TECH announced that Mr.

Marc Saverys decided to resign as member and

chairman of the Supervisory Board of CMB.TECH.

Mr. Marc Saverys joined the Supervisory Board of

CMB.TECH after the SGM of 23 March 2023 as a

non-independent member. Mr. Patrick de

Brabandere, as representative of Debemar BV was

appointed to succeed Mr. Marc Saverys as chairman

of the Supervisory Board.

The Supervisory Board further decided to co-opt

Mrs. Gudrun Janssens as independent member

within the Supervisory Board.

September

On 18 September 2025, the company took delivery of

Chemical tanker Bochem Santos (2025 - 25,000 dwt).

On 25 September 2025, CMB.TECH announced that

Mrs. Julie De Nul decided to resign as member of

the Supervisory Board of CMB.TECH NV. The

Supervisory Board further decided to co-opt Mr.

Carl Steen as independent member within the

Supervisory Board. Mr. Carl Steen was appointed to

succeed Mrs. Julie de Nul as chairman of the

Remuneration committee.

On 26 September 2025, the company took

delivery of Newcastlemax Mineral Slovenija

(2025 - 210,000 dwt).

CMB.TECH - Annual Report 2025

The fourth quarter

For the fourth quarter of 2025, the company

realised a net gain of USD 89.1 million or USD 0.31

per share (fourth quarter 2024: a net gain of USD

93.1 million or USD 0.48 per share). EBITDA (a non-

IFRS measure) for the same period was USD 323.4

million (fourth quarter 2024: USD 180.4 million). For

the fourth quarter of 2025, the average daily TCE

obtained by the company’s VLCC fleet in the TI pool

was approximately USD 74,842 per day (fourth

quarter 2024: USD 37,400 per day). The TCE of the

CMB.TECH VLCC fleet fixed on long-term charters,

including profit shares when applicable, was USD

45,582 per day (fourth quarter 2024: USD 46,300

per day). The average daily TCE obtained by the

Suezmax spot fleet was approximately USD 64,543

per day, including profit shares when applicable

(fourth quarter 2024: USD 38,300 per day). The TCE

of the Suezmax fleet fixed on long-term time

charters, including profit shares when applicable,

was USD 33,613 per day (fourth quarter 2024: USD

31,800 per day). The average daily TCE obtained by

the Newcastlemax spot fleet was approximately USD

34,886 per day (fourth quarter 2024: USD 29,800

per day). The TCE of the Newcastlemax fleet fixed

on long-term time charters, including profit shares

when applicable, was USD 21,284 per day. The

average daily TCE obtained by the Capesize spot

fleet was approximately USD 30,137 per day. The

average daily TCE obtained by the Panamax/

Kamsarmax spot fleet was approximately USD 17,337

per day. The TCE of the Panamax/Kamsarmax fleet

fixed on long-term time charters, including profit

shares when applicable, was USD 13,207 per day.

The TCE of the container fleet fixed on long-term

time charters was USD 29,378 per day (fourth

quarter 2024: USD 29,378 per day). The TCE of the

chemical spot fleet was USD 20,887 per day (fourth

quarter 2024: USD 24,500 per day). The TCE of the

chemical tanker fleet fixed on long-term time charters

was USD 19,306 per day (fourth quarter 2024: USD

19,306 per day). The TCE of the CSOV fleet fixed on

long-term time charters was USD 108,046 per day.

The TCE of the CTV fleet fixed on long-term time

charters was USD 2,883 per day (fourth quarter

2024: USD 2,900 per day.

October

On 20 October 2025, CMB.TECH announced the

sale of the capesize Battersea (2009, 169.390 dwt).

The sale generated a total capital gain of 2.4 million

USD. The vessel was delivered to its new owner

during Q4 2025.

November

On 10 November 2025, the company took delivery of

VLCC Atrebates (2025 - 319,000 dwt).

On 12 November 2025, the company took delivery of

the CTV Windcat 61.

On 25 November 2025, Windcat has ordered one

Multi-Purpose Accommodation Service Vessel (MP-

ASV) (CSOV XL) with an option of five more.

December

On 12 December 2025, CMB.TECH took delivery of

the CTV Windcat 62.

On 19 December 2025, the company took delivery of

the CSOV Windcat Amsterdam.

CMB.TECH - Annual Report 2025

Events occurring after the end of the financial year

ending 31 December, 2025

In January 2026, the company invested in the

Chinese ammonia supply chain. CMB.TECH has

signed an off-take agreement for green ammonia

produced by CEEC Hydrogen Energy (“CEEC”) in

Jilin Province and owns a minority share in privately

owned Jiangsu Andefu Energy Technology Co., Ltd.

(“Andefu”) one of China's largest ammonia supply

chain companies.

On 7 January 2026 CMB.TECH NV announced that it

had sold eight vessels, generating a capital gain of

approximately USD 269.2 million in total. CMB.TECH

sold six VLCCs: Daishan (2007 - 306,005 dwt),

Hirado (2011 - 302,550 dwt), Hojo (2013 - 302,965

dwt),Dia (2015 - 299,999 dwt), Antigone (2015 -

299,421 dwt), and Aegean (2016 - 299,999 dwt) and

two Capesize vessels: Golden Magnum (2009 -

179,790 dwt), and Belgravia (2009 - 169,390 dwt).

The vessels have been delivered to their new owners

in Q1 2026.

On 12 January 2026, CMB.TECH took delivery of the

VLCC Eburones (2026 - 319,000 dwt).

On 13 January 2026, CMB.TECH took delivery of the

chemical tanker Bochem Callao (2026 - 25,000 dwt).

On January 16, 2026, the Company increased it's

ownership in the entity Cleanergy Solutions Namibia

to 100%.

On 9 February 2026, CMB.TECH announced it has sold

two VLCCs: Ingrid (2012 - 314,000 dwt) and Ilma (2012

- 314,000 dwt). The sale will generate a capital gain of

approximately USD 98.2 million in Q2 2026, based on

the net sales price and book values. The vessels will be

delivered to their new owner in Q2 2026.

On 24 February 2026, the Company declared an

interim dividend of USD 0.16 per share, which is

expected to be paid on or about 27 April 2026.

On 26 February, CMB.TECH announced that Mr.

Benoit Timmermans has decided to resign as

member of the Management Board of CMB.TECH

with effect as of 1 May 2026. Mr. Benoit Timmermans

joined the Management Board of CMB.TECH as

Chief Strategy Officer and has assisted the company

in the transition from a pure-play crude oil tanker

player to a large and diversified maritime group. For

the time being, Mr. Timmermans will not be replaced.

His responsibilities will be taken over by the current

members of the Management Board.

On 26 February, CMB.TECH announced CMB.TECH

has sold its share in the Tankers International (TI) Pool

to International Seaways (INSW) on 27 January 2026.

During March 2026, the outbreak of war in the

Middle East between Iran and the U.S. and Israel, and

related disruption of shipping in the Persian Gulf and

the effective closure of the Strait of Hormuz, has

resulted in a sharp increase in oil prices and

concerns that the supply of crude oil, petroleum

products and LNG may be significantly constrained

for some period of time. The extent to which this will

impact the Company’s future results of operations

and financial condition will depend on future

developments, which are highly uncertain and

cannot be predicted. Accordingly, an estimate of the

impact cannot be made at this time.

On 23 March 2026, CMB.TECH took delivery of the

VLCC Menapii (2026 - 319,000 dwt).

On March 26, 2026, the Company sold the Suezmax

Sienna (2007 - 150,205 dwt). The sale will generate a

gain of USD 29.2 million and is expected to be

recognized upon delivery in the second quarter of

2026.

On 8 April 2026, the Company took delivery of the

suezmax Cap Grace (2026 - 156,790 dwt).

CMB.TECH - Annual Report 2025

Ship management

CMB.TECH entrusts the ship management of its

fleet to respected, first-in-class ship management

companies.

Each fleet and each vessel has its own specific

technical and operational characteristics, and we

can only operate such a diverse fleet with the right

expertise at the right place.

These partnerships require a close cooperation

between ship owner and ship manager, hence

regular meetings are held between CMB.TECH and

the ship managers. During these meetings,

experience and knowledge are shared and beacons

for the way forward are set. From delivery planning

of newbuilding projects to weather conditions

during sea passages and follow-up of drydock

works, all these aspects require a clear and shared

vision.

CMB.TECH also collaborates with its partners to

decarbonise and rejuvenate our fleet. Their experience

in safety management, technical operations and crew

training is of vital importance in safely and

successfully trading our vessels.

The Windcat CTV fleet maintains its full ship

management in-house, committing to the highest

standards of operational safety and commercial

commitment.

CMB.TECH - Annual Report 2025

Fleet and markets

CMB.TECH - Annual Report 2025

Market dynamics ^[1]

The global shipping market navigated another year of

elevated geopolitical and macroeconomic uncertainty

in 2025. Many of the dynamics that emerged in prior

years persisted, while several new developments

further shaped trade flows and market sentiment. The

ongoing Russia ‑ Ukraine conflict, the escalating war

involving Iran, including the effective closure of the

Strait of Hormuz and heightened regional attacks,

along with continued instability in the Middle East and

the sustained enforcement of sanctions on Iran and

Russia, remained key drivers of operational complexity

throughout the year. In parallel, disruptions to

established trade routes, particularly those linked to

Red Sea security risks,continued to prompt widespread

vessel diversions and longer sailing distances,

influencing both costs and fleet deployment patterns.

Macroeconomic shifts also played a central role in

shaping the 2025 landscape. China’s uneven

demand recovery affected a wide range of

commodity flows, while the policy direction of the

new U.S. administration introduced additional

uncertainty. The introduction of new U.S. import

tariffs, alongside retaliatory measures from China,

generated concerns over potential impacts to global

trade volumes. However, despite periods of

volatility in market sentiment, the overall effect of

these tariff actions on seaborne shipping demand

proved more limited than initially anticipated.

The supply-side visibility was high and remains high

for shipping overall, due to long lead times and

constrained yard capacity after heavy ordering

activity. The high ordering activity level, particularly

for container ships, LNG carriers and PCTCs, has

persisted from 2021 through 2024, albeit slowed in

2025. The orders occupy yard capacity, drive

newbuild prices upwards and push out lead times

for new orders in other segments such as dry bulk

and tankers. Overall, newbuilding investments

showed a downward trend: total orders fell from

3,832 vessels (187.2m DWT) in 2024 to about 2,531

vessels (122.5m DWT) in 2025 (y-o-y a decline of

34%).

Overall second-hand transaction activity recorded

only a moderate y-o-y adjustment. Total sales

decline from 1,686 vessels in 2024 to 1,522 vessels

in 2025, representing a reduction of 10%, while total

tonnage sold decreased from 116.5m DWT to

108.5m DWT, a decline of 7%. Compared with the

sharper contraction observed in newbuilding orders,

the second-hand market shows a more contained

reduction in volumes, indicating that buyer activity

remains present across core segments as the year

closed.

CMB.TECH - Annual Report 2025

Bocimar – Dry bulk markets ^[1]

Bocimar fleet on the water

In 2025, the completion of the Golden

Ocean transaction significantly

expanded Bocimar’s fleet, adding 59

Newcastlemax/Capesize vessels and 32

Panamax/Kamsarmax vessels to the

division. In addition, during 2025,

CMB.TECH took delivery of eight

210,000 DWT super-eco ammonia-

ready Newcastlemax vessels (Mineral

Portugal, Mineral Osterreich, Mineral

Suomi, Mineral Sverige, Mineral Polska,

Mineral Cesko, Mineral Slovensko and

Mineral Slovenija).

In January 2026, the fleet on the water

comprises out of 105 dry bulk vessels

(36 Newcastlemaxes, 39 Capesizes, 26

Kamsarmaxes, 4 Panamaxes). In

addition, 10 super-eco dual fuel

Newcastlemaxes, all of which ammonia-

fitted, are on order with delivery 2026/27

(CSSC Qingdao Beihai Shipbuilding) and

two 5,000 dwt coasters with deliveries in

Q3/Q4 2026 (Dung Quat Shipyard).

Over the year 2025, the orderbook for

Newcastlemaxes and Capesizes slightly

increased – yet – remains the most

favourable of all shipping segments. At

the end of 2025, the Orderbook to Fleet

Ratio for Newcastlemaxes and

Capesizes stood at 10.13%. In addition,

Capesize orders declined by 17% in

terms of vessel count y-o-y. The

average age increased to 30-year all-

time highs of 11.99 years. For

Kamsarmax/Panamax vessels, the Order

Book to Fleet Ratio stood at 14.60%( and

the average age increased to 30-year

highs of 12.53 years.

In 2025, a sustained period of earnings

above cash break-even levels was a key

driver of vessel values. This supported

firmer demand for mid-life tonnage,

particularly Capesize vessels aged 10–15

years. Compared with the start of the

year, dry bulk asset prices rose

markedly, with second-hand values

increasing by approximately 6% for five-

year-old vessels and 17% for both ten-

and fifteen-year-old vessels over the

course of the year.

Scrapping activity has been

underwhelming since 2018 with 2025

marking an eighth straight year of lower-

than-average activity (2025: 86

demolitions, 20-year average of 202

demolitions). The delay of IMO’s NZF

framework is a temporary boost for

owners of older conventionally fuelled

tonnage, whose trading life can now

potentially be temporarily extended. This

keeps veteran units in the active fleet

and retains more surplus capacity than

originally envisioned by more bullish

proponents of decarbonisation rules.

Market dynamics

In direct contrast to last year, dry bulk

finished the year of 2025 very strongly:

Capesize spot rates surpassed the USD

40,000/day mark, as part of a longer term

momentum that began in July following a

slow first half of 2025. While the steel

markets have been soft, with global

output down 2.1% in 2025, including

China down 10.9% (half of worldwide

production), iron ore trade has grown, in

part due to declines in China's mining

output. Cape spot rates came into

January 2026 averaging USD 21,236/day

for 2025, down from the full-year 2024

average of USD 25,082/day.

Capesizes seem primed to follow the

same path as VLCC tankers, that being

the larger vessel classes outperforming

the smaller segments in periods of

strong fundamentals. This theme has

been generally absent for the past five

years and is now gradually returning.

A key shift over the past three years has

been the introduction of a third key

loading point for capesizes in West

Africa, following decades of just

Australia and Brazil. Cape loadings

across all markets were up 3% in 2025,

driven by long-haul iron ore exports

from Brazil (+9%) and long-haul bauxite

exports from West Africa (+18%).

Meanwhile, Australia iron ore loadings

were flat year-over-year. Reconfirming

that iron ore and bauxite shipments

remained the key drivers of global

Capesize demand in 2025. Overall

utilisation increased from 90.0% in 2024

to 91.3% in 2025.

Seaborne coal trade continued to have a

major bearing on Kamsarmax/Panamax

tonnage demand in 2025. Seaborne agribulk

trade marked a modest 1% increase y/y

2025. Overall utilisation reduced from 93.3%

in 2024 to 91.6% in 2025.

[1] Clarksons SIN, Jefferies, BRS, S&P Global,

Morgan Stanley, Allied

CMB.TECH - Annual Report 2025

Euronav – Tanker markets^[1]

Euronav fleet on the water

During 2025, CMB.TECH took delivery of

one super-eco VLCC tanker (Atrebates) –

whilst selling 5 tankers throughout the year.

Clearly embodying CMB.TECH’s strategy

of recycling older tonnage into a more

future-proof fleet.

In January 2026, the fleet on the water

comprises out of 10 VLCCs, 17 Suezmaxes

and 2 FSOs. In addition, 4 super-eco dual

fuel ammonia-ready VLCCs are on order

with deliveries in 2026/2027 (CSSC

Qingdao Beihai Shipbuilding) as well as

two super-eco Suezmax with deliveries in

Q2 2026 (Daehan Shipbuilding).

Over the year 2025, the orderbook for both

VLCC and Suezmax tankers increased. At

the end of 2025, the Orderbook to Fleet

Ratio for VLCCs stood at 16.76% and for

Suezmax at 21.31%. VLCC and Suezmax

orders totalled 129 vessels and 29.3m dwt

in 2025, accounting for nearly 80% of total

tanker tonnage ordered, highlighting the

strong concentration of investment at the

large-vessel end of the tanker market. The

average age of the global fleet increased to

25-year all-time highs of 13.29 years for

VLCCs and 12.91 years for Suezmax

vessels.

Tanker Sales & Purchase (S&P) generally

slowed down in 2025 compared to last

year. The general trend of the year was a

decline in prices over the first half of 2025,

as political uncertainty, and particularly US

President Trump’s tariff war, discouraged

owners from making decisions. As tariffs

stabilised and freight rates improved, and

as it became clear that net zero targets

would not impede investment returns, the

second half of the year saw a recovery in

second-hand vessel prices. Broadly, the

year saw older crude tonnage favoured.

Accordingly, the price of a 15-year old

VLCC increased by 14.8% compared to the

end of last year. A 15-year old Suezmax

has seen a price increase of 12.5%.

Demolition made a slight recovery (VLCC:

2, Suezmax: 4) – albeit far below historic

levels.

Market dynamics

Both 2025 VLCC and 2025 Suezmax spot

freight rates have surged to the highest

levels in years. These levels are well above

long-term averages – for context, average

tanker earnings over 2025 were almost

double the 10-year trend. The 10-year

averages for VLCC and Suezmax earnings

stood at USD 34,364/ day and USD

33,028/day, respectively, providing a

benchmark for the enduring strength in

these segments.

Several factors underpinned this freight

boom. First, 2025 crude export volumes

had increased. In late 2025 OPEC+ began

raising output, while producers like the

United States, Brazil and West Africa also

boosted exports, adding more cargoes to

the market. Although this increased oil

supply coincided with relatively tepid

demand, robust stock building and

associated buying in China underpinned

demand for Middle Eastern barrels,

keeping a floor under both crude tanker

demand and oil prices. Second, voyage

distances have lengthened, effectively

increasing demand for ship capacity. Third,

fleet supply has been very constrained

over the last years (Suezmax +6 vessels in

2024, Suezmax +7 vessels in 2025). The

result is a classic tight shipping market: too

many barrels chasing too few ships,

pushing up charter rates dramatically.

The US and UK sanctions – imposed in Q4

2025 – on Russian crude oil exports have

created a surge in VLCC spot rates, which

were up around 80% in December versus

the beginning of the year. Implying that, the

biggest risk to rates could be a rollback of

sanctions on Russia following increased

optimism that a peace deal with Ukraine

can be reached.

Crude on the water surged in 2025,

reaching 140 million barrels. Iran, Russia

and Venezuela sanctions have increased

seaborne shipping inefficiency and the

need to store crude waiting to be exported

from those regions as traditional buyers

sought alternatives (mainly India and

China).

Overall, VLCC fleet utilisation raised to

~89.5% in 2025, which, combined with

elevated crude flows and tight effective

supply, underpinned elevated spot

earnings well above long-run averages

through 2025.

[1] Clarksons SIN, BRS, Vortexa, Bloomberg,

Allied

CMB.TECH - Annual Report 2025

Bochem – Chemical markets ^[1]

Bochem fleet on the water

During the year 2025, Bochem took

delivery of one 25,000 dwt stainless

chemical tanker (Bochem Santos) –

bringing the fleet to seven 25,000 dwt

stainless chemical tankers on the water.

The vessel is ammonia-ready. Further

fleet expansion is expected with one

25,000 dwt ammonia-ready stainless

steel chemical tanker to be delivered by

Q1 2026 (China Merchants Jinling

Shipyard), and two dual fuel fitted 17,000

dwt bitumen tankers by Q4 2026 (China

Merchants Jinling Shipyard). In addition,

during the year 2025, CMB.TECH

ordered four additional 25,000 dwt

ammonia-ready stainless steel chemical

tankers (Q1/Q2/Q3/Q4 2028) and two

26,000 dwt ammonia-powered stainless

steel chemical tankers (Q1/Q2 2029).

Two chemical tankers operate in the

Stolt Pool, 12 chemical tankers have

long-term time charter contracts (4 x 7

year TC, 8 x 10 year TC) and two

bitumen carriers have long-term time

charter contracts (TC 10 years).

The wider chemical tanker orderbook for

chemical tankers (10-55k dwt) saw further

growth, reaching 389 vessels,

representing an order book-to-fleet (OB/F)

ratio of 21.95%. Despite this uptick in

orders, the fleet faces significant

challenges due to its rapidly ageing profile.

In terms of asset valuations, a

comparative analysis of J19 tankers (i.e.

18,500 – 22,500 dwt stainless-steel

chemical tankers — considered the

'workhorses' of the chemical trade —)

and Medium Range (MR) tanker values

reveals that chemical tanker valuations

are aligned with their historical multiples

relative to MR values. This alignment

suggests that, despite current market

dynamics, the pricing of chemical

tankers remains consistent with long-

term historical trends, providing a

measure of stability in asset valuation.

Market dynamics

Total chemical seaborne trade in 2025

experienced a modest contraction,

declining from 388.9 million tons in 2024

to 385.6 million tons in 2025, reflecting a

0.8% year-over-year decline. Ton-mile

decline, reducing by 0.4% as trade

routes rerouted away from the Red Sea,

contributing to increased demand for

shipping capacity.

Macroeconomic headwinds (higher

interest rates, slowing manufacturing)

had tempered global chemical demand

growth in 2025, which ultimately filtered

into softer chemical tanker demand. In

addition, geopolitical tensions in Europe

and the Middle East and ongoing trade

tensions reshaped supply chains,

delayed investment decisions and

reduced trade volumes. In 2025, US

chemical imports hit their lowest since

2020. Hence, freight rates were

impacted in large part by (i) easing

supply-demand tightness: more ships

are available and (ii) some of the unusual

factors that bolstered 2022–23 trade

(like emergency rerouting and refinery

dislocations) did partially unwind

throughout 2025.

In correspondence, chemical tanker

markets have seen continued easing

throughout 2025, albeit from a strong

position in 2024. For context, small

chemical tanker earnings are now back

to more normal levels after the

extraordinary spike of 2022 – H1 2024.

[1] Clarksons SIN, Bloomberg Intelligence,

American Chemistry Council

CMB.TECH - Annual Report 2025

Delphis – Container markets ^[1]

Delphis fleet on the water

The Delphis fleet includes the following

container vessels: (i) four container

vessels of 6,000 twenty-foot equivalent

units (TEU) which are ready to be fitted

with ammonia engines (no 2025

deliveries) and (ii) one container vessel

of 1,400 TEU that is a newbuilding under

construction (currently expected to be

delivered in Q4 2026 at Qingdao

Yangfan Shipbuilding) fitted with a dual

fuel ammonia engine.

Delphis’ newbuilding program,

conducted under favourable long-term

charter contracts with CMA CGM (6,000

TEU – 10 year TC) and Yara/NCL (1,400

TEU – 15 year TC), underscores the

Company’s commitment to

modernisation and sustainability. The

1,400 TEU will be the world’s first dual

fuel ammonia container vessel, reflecting

Delphis’ dedication to future-proofing

the fleet amidst evolving regulatory

landscapes.

Over the year 2025, the container vessel

supply stood at 33.0 million TEU (6.9%

growth). The overall container order

book to fleet ratio increased to 33.87% –

yet – the 6,000-8,000 TEU segment OB/

F stood only at 9.97%. Vessel order

count raised from 372 units in 2024 to

504 units in 2025, while total DWT

slipped from 48.6m to 44.2m DWT. The

outcome is a lower average vessel size,

with investment spread across a wider

number of ships rather than

concentrated in maximum-scale

tonnage. The container vessel overall

average age stood at 14.16 years – and

14.44 years for the 6,000-7,999 TEU

category.

Container asset values have been easing

since reaching their highs in mid-2024,

though a tight shipyard market is

keeping newbuilding prices very high.

Market dynamics

2025 has been a firm year overall for

global container trade, with full year

growth at a strong 4.0% y-o-y. Though

US-bound volumes had come under

notable pressure, Asian (particularly

Chinese) exports to both Europe and a

range of developing economies have

been strong, while Intra-Asia trade has

also seen firm growth in 2025. Despite

this, sector fundamentals have been

softer overall in 2025.

Vessel supply continued to expand

significantly in 2025, raising the spectre

of overcapacity. Globally, 2.1 million TEU

of new container ship capacity was

delivered during the year – one of the

largest annual influxes ever. The world

fleet grew roughly 10.1% in TEU terms

(after already strong growths in 2023

with 8.3% and 2024 with 10.1%).

A significant portion of the global liner

network was still running inefficiently

due to geopolitics. Carriers were routing

ships via the Cape of Good Hope instead

of the Suez Canal for most of 2025,

adding 1–2 extra weeks per voyage on

Asia–Europe and Asia–US East Coast

strings. This inefficiency acts as a

“natural sponge” for capacity – fleets

require more ships to maintain

schedules when each round trip takes

longer. Continued Cape rerouting helped

mitigate the impact of newbuilding influx

by extending transit times. In effect,

many of the fresh deliveries went

straight into filling the longer loops

created by Suez Canal avoidance, rather

than adding true extra capacity to the

market. It’s worth noting that by late

2025, the geopolitical tide showed hints

of turning: a ceasefire in Yemen and de-

escalation in Gaza led carriers to

consider returning to the Red Sea in

2026. Albeit, throughout 2025, most

maintained the cautious stance.

Overall, global container trade has

remained remarkably resilient in 2025

despite pressures from ‘fluid’ US trade

policy, with volumes supported by

‘frontloading’ early in the year and

generally strong exports out of Asia.

However, container rates continued to

normalise from the shocks created by

the pandemic, tariffs and the Houthis'

Red Sea attacks.

[1] Clarksons SIN, Alphaliner

CMB.TECH - Annual Report 2025

Windcat – Offshore energy markets ^[1]

Windcat fleet on the water

The Windcat CTV fleet comprises out of

58 CTVs on the water. During 2025, five

CTVs were delivered: Windcat 58, TSM

Windcat 59, Hydrocat 60, Windcat 61

and Windcat 62. In addition, 5 CTVs are

on order (Windcat 63, FRS Windcat 64,

FRS Windcat 65, Windcat 66 and

Windcat 67).

Next to the CTVs, two CSOVs have

been delivered in 2025. Four CSOVs

are on order (Ha Long Shipbuilding)

with deliveries as from Q1 2026 until

Q1 2027. In addition, one MP-ASV

(CSOV XL) has been ordered in 2025

with delivery in Q1 2027.

Overall newbuild contracting for

dedicated wind vessels was down 45%

from 2024 y-o-y. The ordering

slowdown is most pronounced in the

CTV sector as just 18 orders have been

reported in 2025 for delivery in

2026/2027, compared to last year’s 44

orders. Albeit, the CSOV orderbook

remains elevated with 54 firm orders and

17 optional orders. The overall CSOV OB/

F stands at 70.42%.

Most new vessel orders were for

European spec assets, highlighting the

oversupply in the Chinese market. All

these new orders include battery

integration and/or designs for dual fuel

capability using methanol or hydrogen.

Market dynamics

Recent years have presented significant

headwinds for offshore wind developers

and suppliers. Inflation has driven up

supply-chain costs, in some cases

undermining project economics, while

higher interest rates have increased the

cost of capital. At the same time,

government support has become more

variable as competing political priorities

have reduced subsidy commitments in

several markets. As a result, offshore

wind capital expenditure sanctioned in

2025 totalled USD 38 billion, around

34% below the 2023 record level.

Nonetheless, 2025 saw 55 GW of

capacity in construction globally. Wind

farms are also getting larger and moving

further offshore – beyond the range of

daily crew transfers from shore. This has

made CSOVs (with offshore

accommodation) crucial, not just a nice-

to-have. The CSOV fleet’s workload

grew by 25% in 2024/2025. At the same

time, many existing wind farms have

now entered long-term operations

phase, requiring regular maintenance –

boosting CTV demand for routine O&M

visits. With wind capacity up 17%

globally in 2025, maintenance needs

have risen proportionally. In sum, both

the construction (CSOV) and O&M (CTV/

SOV) sides of the market saw

unprecedented activity, keeping vessels

fully engaged in 2025.

Hence, off the back of increasing

offshore wind installations, CTVs and

CSOVs saw near-full utilisation in 2025.

Summer utilisation in Europe hit ~90%

for CTVs, and the CSOV fleet was

effectively fully booked during peak

season. This tight demand pushed

charter rates to multi-year highs.

Interestingly, the oil & gas sector

provided additional employment for

these vessels. A number of CSOVs

(typically designed for wind) found work

on offshore oil/gas projects in 2025,

which helped absorb capacity and

contributed to high utilisation.

For instance, in Latin America, Petrobras

and others chartered CSOVs for walk-to-

work duties on platforms. O&G

deployments of SOVs were up 22% in

2025 y-o-y. This cross-sector demand

provided an extra “safety valve” to keep

vessels busy. An owner with an idle

CSOV in Europe’s winter could send it to

Brazil for an FPSO maintenance

campaign, for example, rather than

sitting idle. Thus, the rising tide of

offshore energy projects generally – not

just wind – contributed to the strong

market fundamentals in 2025.

[1] Clarksons SIN, Spinergie

CMB.TECH - Annual Report 2025

CMB.TECH fleet

On 31 December 2025, CMB.TECH owned and operated 247 vessels.

On 31 December 2025 the fleet of CMB.TECH, including newbuildings and vessels on charter, consisted of the

following:


On 31 December 2025	Owned (208)	Newbuilding (39)
Bocimar
Newcastlemax	36	10
Capesize	39
Kamsarmax	26
Panamax	4
Coaster	0	2
Euronav
VLCC	10	4
Suezmax	17	2
FSO	2
Bochem
Chemical tanker	7	7
Product	0	2
Delphis
Container vessel 6000 TEU	4	0
Container vessel 1400 TEU	0	1
Windcat
CTV	58	5
CSOV	2	4
MP-ASV		1
Port vessels
Tugboat	1
Passenger ferry	1
Passenger shuttle	1
Port vessel		1

Figure 11: CMB.TECH fleet in numbers

CMB.TECH - Annual Report 2025

TCE Rates

The average daily time charter equivalent rates (TCE, a non IFRS-measure) can

be summarised as follows:

Table 4: TCE Rates


In USD per day	Full year 2025	Full year 2024
DRY BULK VESSELS
Newcastlemax average spot rate(1)	27,614	30,600
Newcastlemax average time charter rate	21,457	NA
Capesize average spot rate(1)	22,346	NA
Panamax/Kamsarmax average spot rate(1)	13,000	NA
Panamax/Kamsarmax average time charter rate	13,552	NA
CRUDE OIL TANKERS
VLCC average spot rate (2)	45,251	44,600
VLCC average time charter rate	45,912	46,600
Suezmax average spot rate(1) (3)	46,508	45,600
Suezmax average time charter rate	34,838	31,000
FSO Average time charter rate	86,689	87,330
CONTAINER VESSELS
Average time charter rate	29,378	29,378
CHEMICAL TANKERS
Average spot rate (2)	20,675	25,600
Average time charter rate	19,306	19,306
OFFSHORE WIND
CSOV Average time charter rate	81,307	NA
CTV Average time charter rate	3,033	2,973

⁽¹⁾ Reporting load-to-discharge, in line with IFRS 15, net of commission

⁽²⁾ CMB.TECH owned ships in TI Pool or Stolt Pool (excluding technical off hire days)

⁽³⁾ Including profit share of time charter vessels where applicable

CMB.TECH - Annual Report 2025

Sustainability Report

CMB.TECH - Annual Report 2025

Sustainability

Figure 15: CMB.TECH SDGs

Sustainability is a core value at CMB.TECH because it affects

the long-term health and success of its people, the group and

the environment in which it operates. It involves a commitment

to safety and environmental protection practices, as well as an

innovative approach to the use of technology and information.

CMB.TECH’s sustainability policy aligns with the UN Sustainable

Development Goals’ purpose of a ‘shared blueprint for peace

and prosperity for people and the planet, now and into the

future’. To achieve that, CMB.TECH has identified targets it can

influence and linked them to key environmental, social and

governance (ESG) key performance indicators (KPI).

CMB.TECH sees sustainability as an investment in the future.

Sustainability is not only the right thing to do for the people and

environment, but it is also a sound business decision. We see it

as strategy to future-proof our business model.

CMB.TECH - Annual Report 2025

Reporting frameworks

The disclosures in this report provide investors and

other stakeholders with sustainability and ESG

information. The sustainability report is populated

by voluntary non-financial data reporting. The

reporting structure follows the Global Reporting

Initiative (GRI) which is a global practice to report

economic, environmental and social impacts of the

company. It also follows the principles laid out by

the TCFD (Task Force for Climate-related Financial

Disclosure) which is a framework to report

governance, risk management and climate-related

targets and strategies. It mainly focuses on the

financial impact of ESG risks and leverages existing

reported processes. The Sustainability Accounting

Standards Board (SASB) for Marine Transportation

sector is used to provide financial sustainability

information. Emissions information provided under

this report is also aligned with data reporting

requirements of the GHG protocol. Finally,

CMB.TECH’s sustainability strategy is aligned with

many of the 17 United Nations’ Sustainable

Development Goals (UN SDG). The report and data

cover the period from 1 January 2025 to 31

December 2025.

CMB.TECH - Annual Report 2025

Sustainability key figures 2025*

Table 5: Sustainability key figures 2025


		CMB.TECH		Euronav
Metric	Unit	2025	2024	2023
GHG emission management	See page	page 72- 76	page 73 - 79	pages 48-52
Energy Mix (1) Total energy consumed; (2) percentage heavy fuel oil (HFO/VLSFO); (3) percentage renewable	Gigajoules, Percentage (%)	1) 49,721,999 2) 95% 3) 0%	1) 22,467,353 2) 85% 3) 0%	1) 27,636,524 (excluding TC out consumption) 2) 65% 3) 0%
Air emissions of the following pollutants: (1) NOx (excluding N2O), (2) SOx	Metric tons (t)	1) 50,506 2) 3,260	1) 52,669 2) 4,784	1) 64,409 2) 5,992
Number and aggregate volume of oil spills and releases to the environment	Number, Cubic meters (m3) or Metric tonnes	0	0	0
Port state control Number of (1) deficiencies and (2) detentions received from regional port state control (PSC) organisations.	Number	1) Deficiencies: 302 2) Detentions: 3 Number of PSC inspections: 291	1) Deficiencies: 97 2) Detention: 1	1) Deficiencies: 46 2) Detentions: 0
Corruption risk Number of calls at ports or net revenue in countries that have the 20 lowest rankings in Transparency International’s Corruption Perception Index	Number	3	29	16
Policies and targets Description of main policies and targets	See page	p 82	p 84	p 49

Table 6: Sustainability key figures 2025


		CMB.TECH		Euronav
Activity metric	Unit	2025	2024	2023	Reference Standard
Number of seafarers*	Number	5,120	2,500	3,000	TR-MT-000.A
Total distance travelled by vessels	Nautical miles	8,376,878	3,371,766	4,213,571	TR-MT-000.B
Operating days	Days	41,037	17,647	24,474	TR-MT-000.C
Deadweight tonnage	Thousand deadweight tons	23,694,892	14,440,518	17,129,865	TR-MT-000.D
Number of vessels in total shipping fleet	Number	205	158	68	TR-MT-000.E
Port calls	Number	3,636	1,268	1,553	TR-MT-000.F

*Most of our seafarers are employed under contracts with our third party ship management partners

The composition and size of the CMB.TECH fleet changed materially between 2024 and 2025 as a result of the merger with Golden Ocean. Accordingly, comparative information between

periods is not directly comparable in respect of amongst others fleet mix, vessel types, energy mix, air emissions, port state control deficiencies and detentions. Former Golden Ocean fleet

emissions are included for full year 2025 to ensure a consistent basis for the 2026 reporting period.

CMB.TECH - Annual Report 2025

Sustainability strategy

The regulatory landscape and societal expectations are evolving rapidly, and the group’s long-

term objective is clear: achieving low-carbon operations by 2050. However, 2050 is still distant,

and meaningful progress must occur well before then. For this reason, we remain firmly

committed to reducing the carbon intensity of international shipping and have established a

defined roadmap with intermediate milestones leading up to 2050.

1. Short term targets

– Having a fleet-wide CII rating of a C or better on a consolidated basis per shipping

division

– Reduce the carbon intensity of the CMB.TECH fleet through implementation of

further phases of the Energy Efficiency Design Index (EEDI) for new ships and the

Energy Efficiency Existing Ship Index (EEXI) for existing ships

– Committing itself to focus on ordering low-carbon emission fitted/ready newbuild

vessels

2. Mid-term targets

– Reduction in carbon intensity of our fleet by at least 40% by 2030 compared to

2008. This means a reduction in EEOI in gCO2/TN by at least 40% and a reduction

in AER in gCO2/DWTN by at least 40%

– Gradual increase of our low-carbon dual fuel fitted fleet on the water

– Produce, consume and/or source low-carbon ammonia (NH₃) by 2030

3. Long-term target

– To own and operate a low carbon emission capable fleet from 2050 – in order to

support the 2023 IMO GHG strategy of reaching net-zero absolute GHG emissions

by or around 2050

Disclaimer: The metrics mentioned above are non-binding targets based on current knowledge,

legislation and today’s estimated technology readiness. Additionally, these targets may be

subject to change, both positively and negatively, depending on the adoption of alternative low-

carbon fuels by our charterers on the time charter contracted fleet.

CMB.TECH - Annual Report 2025

Transparent reporting

CSRD and EU Taxonomy

On 26 February 2025, the Commission introduced an

Omnibus package to streamline reporting while

maintaining transparency, proposing changes to the

scope and timing of the CSRD, EU Taxonomy and

CSDDD. CMB.TECH is defined as listed SME for both

CSRD (<1000 employees) and EU Taxonomy (<1000

employees). SMEs with securities listed on EU

regulated markets, have no reporting requirements

under CSRD and EU Taxonomy. Hence, CMB.TECH

will only report sustainability and taxonomy-related

information on a voluntary and case-by-case basis. In

December 2025, the European Parliament approved

the provisional agreement.

Materiality

Double materiality assessment

The double materiality assessment is the foundation

and starting point for sustainability reporting. A

detailed double materiality assessment was initiated

to identify CMB.TECH’s most material ESG topics

and to develop policies, actions and targets to

minimise negative impacts, mitigate risks and seize

opportunities. The double materiality assessment

will be reviewed and updated solely in response to

material changes in circumstances. Both the

perspective of impact materiality (inside-out

perspective) and financial materiality (outside-in

perspective) were taken into consideration.

Impact materiality identifies the impacts (actual or

potential, positive or negative) the company has on

people or the environment over the short-, medium- or

long-term time horizons. Financial materiality identifies

the risks and opportunities that trigger effects on the

company’s cash flows, development, performance,

position, cost of capital or access to finance in the

short-, medium-, or long-term time horizons.

As marine activities contributed the majority of the

revenue and the CAPEX in 2025, all the other non-

marine activities are considered as not material for

the double materiality assessment. In addition,

current and future investments are focused on

marine activities.

Identification of IROs

CMB.TECH completed an analysis of the annual

report of CMB.TECH and reports of their peers per

activity to identify potential material ESG topics

(using the ESRS framework as a reference).

CMB.TECH identified the material IROs relating to

ESG matters across its own operations and in its

upstream and downstream value chain. By

compiling a comprehensive list of impacts, risks and

opportunities, CMB.TECH could prioritise them for

further assessment and analysis.

The IROs were validated by the coordinating

committee of CMB.TECH.

Understanding of affected

stakeholders and users of

sustainability statements

CMB.TECH applied objective criteria using

appropriate qualitative thresholds to assess the

materiality of impacts we defined.

Figure 13 – Final scoring of material topics

CMB.TECH - Annual Report 2025

The group engaged with internal and external

stakeholders to identify areas where CMB.TECH

could provide the most value in creating positive

impact for people and the planet. To understand

their views and interests, a questionnaire was sent

out.

The questionnaire consisted of two questions:

– The impact materiality, meaning the impact

CMB.TECH has on the related topic (inside-out

impact).

– The financial materiality, meaning the impact the

related topic has on CMB.TECH (outside-in

impact).

Possible scores ranged from 1 to 10.

Financial materiality assessment

Sustainability risks and opportunities are assessed

based on their likelihood of occurrence and the

potential magnitude of their financial effects in the

short-, medium- and long-term. Therefore, the

coordinating committee went through the list of

potential material risks and opportunities and

applied a set of objective qualitative thresholds,

which are translated into quantitative thresholds, to

estimate the anticipated financial effects.

Consolidating impact and financial

materiality

Figure 13 shows the correlation between the impact

materiality (x-axes) and the financial materiality (y-

axes). Topics with a higher score are considered to

have a bigger impact.

The DMA analysis will be used as source of

inspiration when defining the sustainability strategy

and the topics of the sustainability report.

Addressing material topics helps us streamline our

sustainability efforts, allocate resources effectively

and report on progress in a meaningful way.

CMB.TECH - Annual Report 2025

Table 7 – Overview of abbreviations used


Sub Topic	Abbreviation
Business conduct	BC
Climate change	CC
Direct impact drivers of biodiversity loss	BIOL
Equal treatment and opportunities	WVEQ
Health & satefy	WVHS
Impact on the state of species	SPEC
Other work-related rights	WVOE
Own workforce	OWF
Pollution of air	AP
Pollution of water	WP
Waste	WA
Working conditions	WVWC

Table 8 – Overview of material topics


General Business Theme	Material topic	Annual Report
Environment Environment	Climate change Pollution of air and water	Page 76-82
Social Social Social	Own workforce Workers in the value chain – working conditions (other than health and safety) Workers in the value chain – health & safety	Page 81-97
Governance	Business conduct	Page 107 - 108

CMB.TECH - Annual Report 2025

Stakeholder engagement

Figure 14: Stakeholder engagement

CMB.TECH - Annual Report 2025

Environment

CMB.TECH - Annual Report 2025

Approach to environment

The urgency to decarbonise is intensifying as both

governments and the public increasingly recognise

the challenges posed by anthropogenic climate

change. In 2023, the International Maritime

Organization (IMO) elevated its ambitions for

reducing greenhouse gas (GHG) emissions from

shipping. As of January 2024, the European Union

introduced a carbon pricing mechanism for the

sector (EU ETS), followed by the implementation of

FuelEU Maritime in January 2025.

The extent of climate change will largely depend on

the volume of GHG emissions released into the

atmosphere. To mitigate global temperature rise,

industry-wide and cross-sector collaboration is

essential. Equally important, however, is the

responsibility of individual stakeholders to take

direct action in reducing emissions. Delaying action

only increases the effort required in the future. The

most critical steps toward zero-emission shipping

must be taken now—rather than in 2030 or 2050—

as this decade will be decisive for the industry's

trajectory.

Although the IMO’s MEPC 83 vote on medium-term

measures was postponed by one year,

CMB.TECH’s sustainability ambitions remain

unchanged. The need to reduce GHG emissions is

too urgent to slow momentum, and long-term

competitiveness further reinforces this position.

Dual fuel ammonia engines are expected to become

the most cost-effective zero-carbon propulsion

solution over the lifetime of deep-sea vessels.

Given that newbuild ships operate for more than 20

years, it is essential to consider these future cost

dynamics, and the inevitability of stricter climate

regulation (order 2026, delivery 2029, lifetime until

at least 2049), already at the ordering stage.

CMB.TECH therefore continues to invest proactively

in technologies that align with both environmental

imperatives and long-term economic viability.

At CMB.TECH, our environmental strategy is

structured around short-, medium- and long-term

targets. As the saying goes, “what gets measured,

gets managed.” By ensuring clear visibility of our

emissions data, we can establish baselines and

track continuous annual improvements, driving

meaningful progress toward a more sustainable

shipping industry (both from an environmental and

economic perspective).

GHG emissions monitoring

CMB.TECH has been a pioneer in climate-related

performance transparency in the shipping industry,

providing full Scope 1, 2 and 3 disclosures of our

carbon emissions and footprint, according to GHG

Protocol. Since 2025, carbon emissions are

calculated by CMB.TECH’s in-house Fleet

Performance Team supported by dedicated

software tools.

In 2025, CMB.TECH expanded its scope 1, scope 2

and scope 3 emissions to all activities of the new

combined group. Since 2024, scope 3 emission

calculations also include purchased goods, services

and capital goods (amongst others all the emissions

emitted for all materials used to build a newbuilding

vessel), thereby encompassing all relevant Scope 3

categories.

CMB.TECH - Annual Report 2025

Decarbonising shipping

CMB.TECH is leading the way in decarbonising the

maritime industry. We are developing and investing in

innovative technologies that can redefine the future of

shipping. We believe that hydrogen and ammonia can

decarbonise the shipping industry. Several hydrogen-

powered ships are already in operation and we have

an extensive orderbook of more ships that can be

will be powered by ammonia.

We are not just users of low-carbon fuels; we also

produce, distribute and transport hydrogen &

ammonia, playing an integral role in the realm of low-

carbon fuels. CMB.TECH doesn’t only follow the 2023

IMO GHG strategy trajectory – but leads the way.

Decarbonise Today, Navigate

Tomorrow

At CMB.TECH we want to decarbonise the maritime

industry. We build, own, operate and design a

future-proof fleet powered by low-carbon fuels.

CMB.TECH offers hydrogen and ammonia fuel to its

customers, either through own production or by

sourcing it from third-party producers. CMB.TECH

further designs and converts port and industrial

applications to run on hydrogen, in cooperation with

leading OEMs and port operators.

Fossil fuels like the marine diesel we use are still

much cheaper, easier to use and available in

abundance around the world. For new low-carbon

technologies to gain traction, many investments are

needed: renewable electricity to produce low-

carbon fuels, bunker/refuelling infrastructure and

sufficient availability of low-carbon fuels in key

ports, affordable technology and a regulatory

framework and/or market-based measures to close

the cost gap between conventional and low-carbon

fuels. As we are closely involved in sourcing and

producing the molecule, we are increasingly

convinced that, in the long term, dual fuel ammonia

engines will provide not only a sustainability

advantage but also a cost advantage, regardless of

whether global GHG regulations are in place.

Nonetheless, we expect this to take some time to

materialise. That is why we also continue to work

hard on improving the energy efficiency of our

existing ships through operational and technical

measures. These measures are also implemented

on our dual fuel hydrogen and ammonia

newbuilding ships.

Operational energy-efficiency

measures

There are various operational measures that can

improve the energy efficiency of a vessel. The

reduction of the speed of the ship is for example a

very effective measure to reduce a ship’s main

engine energy consumption and energy losses can

be reduced/minimised by reducing hull friction (hull

coating and cleaning) or by improving the efficiency

of propellers (cleaning and polishing).

The operational carbon intensity of a ship, as

measured by the CII-metric, can also be improved

by reducing the time that a ship emits CO2

emissions while not covering any distance, e.g.

reducing the time at anchorage or at berth or using

onshore power.

Weather routing tools, CII monitoring, operational

efficiencies and voyage speed optimisation, ship

design, engine innovations and digital

transformation platforms are some of the many

levers that drive our day-to-day environmental

performance.

At CMB.TECH, we have a dedicated team working

on voyage optimisation leveraging weather routing

and other operational efficiencies. Our innovation

team is working on smart digital solutions such as

the ZeroNorth platform to enable data decision-

making for real-time performance improvements,

and our operations and chartering people are part of

leading industry coalitions focusing on short-term

actions that can significantly reduce the industry’s

emissions.

CMB.TECH - Annual Report 2025

Figure 14: Energy efficiency improvements

Technical energy-efficiency measures

There are various technical measures that can

improve the energy efficiency of a ship, some of

which can only be applied to newbuilding ships

while others can also be retrofitted/applied to

existing ships. A new ship can be designed to

feature improved hydrodynamics and aerodynamics

and can be equipped with efficient devices

(engines, propellers, etc.), ideally designed/selected

as part of an overall optimisation to also minimise

efficiency losses in the interaction of the different

design elements.

Our technical teams are joining forces with engine

designers and manufacturers to ensure that the

latest energy-saving technologies are part of our

decarbonisation efforts. Our ship management

teams are taking advantage of the dry-docking of

our vessels to install energy management and

energy saving technologies, with more than 100

retrofit projects having been scheduled between

2022-2027. Combined with our fleet rejuvenation

effect, our carbon intensity (measured by AER) is

expected to be at least aligned with the 2023 IMO

GHG strategy.

Examples of today’s measures taken on the existing

fleet: Propeller Boss Cap Fins, Mewis Duct®

energy-saving devices, bulbous bow modification,

new propeller designs based on the operational

profile of the fleet, variable frequency drives for

seawater pumps, variable frequency drives for

engine room fans, applied high-performance anti-

fouling coatings, fuel efficiency boosters and LED

lighting.

For the newbuilds on order, the CMB.TECH

technical team has taken following additional

measures: benchmarking hull coating performance,

adding battery technologies to certain part of the

fleet, complying with EEDI phase 3, benchmarking

performance of main & generator engines,

comparing various hull shapes and select the most

efficient ones based on an operational profile,

comparing various propeller designs and select the

most efficient, using waste heat to generate

electricity, fitting shaft generators, fitting high

efficiency rudders and installing Variable Frequency

Drives (VFD) for major pumps and fans.

CMB.TECH - Annual Report 2025

Portfolio effect & green fuels

CMB.TECH sets a target of reducing carbon

intensity of the fleet by at least 40% by 2030

compared to 2008. This means a reduction in EEOI

in gCO2/TN by at least 40% and a reduction in AER

in gCO2/DWTN by at least 40%. In addition,

CMB.TECH aims for a 5% to 10% uptake of low-

carbon emission fuels by 2030.

Today CMB.TECH already has a fleet of H2 dual

fuel vessels on the water and a committed

orderbook of dual fuel ammonia-fitted vessels.

CMB.TECH designed and delivered the world’s first

dual fuel hydrogen small scale passenger ferry,

tugboat and crew transfer vessel (CTV). All

commissioned successfully and are in operation

today. In addition, CMB.TECH has 13 dual fuel

ammonia fitted vessels on order with the first

deliveries scheduled in 2026.

In addition to dual fuel engine technology,

CMB.TECH is equipping a selection of the newbuild

fleet with power plug-in systems and electrical

batteries. Furthermore, biofuel blending will be

implemented for select vessels within the fleet as

part of the strategy to ensure compliance with both

international and local regulations, as well as to

meet CMB.TECH’s sustainability targets.

Strategic partnerships

As part of our long-term decarbonisation strategy,

CMB.TECH has entered into a strategic partnership

with Jiangsu Andefu Energy Technology Co., Ltd.

(Andefu), one of China’s largest privately owned

ammonia supply chain companies. This partnership

marks a significant milestone in our ambition to build

a scalable, integrated green ammonia fuel

ecosystem to support the transition to zero-

emission shipping.

Andefu operates a fully integrated ammonia logistics

platform, encompassing trading, storage, road and

maritime transport, and bunkering. With a fleet of

approximately 180 ammonia tanker trucks and a

growing network of strategically located storage

terminals, Andefu is uniquely positioned to deliver

ammonia directly to vessels across China’s coastal and

inland ports. This operational capability is critical to

enabling the practical use of ammonia as a marine fuel.

CMB.TECH - Annual Report 2025

CMB.TECH’s investment in Andefu includes a

minority equity stake and a long-term off-take

agreement for green ammonia produced by

CEEC Hydrogen Energy in Jilin Province. Under

the off ‑ take agreement, volumes in Year 1 are

expected to range between 20,000 and 25,000

tons, supplied via ship - to - ship (STS)

operations. For years 2 to 4, annual contracted

volumes increase to 40,000–50,000 tons. This

ensures a reliable supply of renewable ammonia

for our growing fleet of dual fuel ammonia-

powered vessels, with the first ships scheduled

for delivery in 2026. The partnership also

supports the development of key infrastructure,

including a 49,000 m³ refrigerated ammonia

storage tank in Nanjing and a second terminal in

Panjin (operational 2027), as well as the

conversion of the Shenghang Yongle vessel into

one of China’s first ammonia bunker barges.

The strategic rationale for this partnership is

threefold. First, it secures access to competitively

priced green ammonia at scale, a cornerstone of our

clean fuel strategy. Second, it enables the creation

of a vertically integrated supply chain — from

production to bunkering — ensuring operational

readiness for our ammonia-fuelled fleet. Third, it

positions CMB.TECH as a first mover in the global

ammonia fuel market, with the potential to expand

bunkering services to third parties and replicate this

model in other regions, including our planned

projects in Namibia.

This collaboration exemplifies our commitment to

innovation, sustainability and pragmatic

investment in future-proof maritime solutions. By

aligning with a capable and forward-looking

partner like Andefu, we are not only addressing

the fuel supply challenge but also actively

shaping the infrastructure and standards required

for the widespread adoption of green ammonia in

shipping.

Technical industry partnerships

CMB.TECH continued to advance its low‑carbon

engine portfolio through its strategic collaboration

with WinGD on next‑generation dual fuel ammonia

engines. The partnership focuses on co‑developing

WinGD’s large‑bore X‑DF‑A two‑stroke engines,

which can operate on ammonia with minimal pilot

fuel and are designed to meet IMO Tier II/III

standards without exhaust after‑treatment. World’s

first ammonia dual fuel fitted vessel deliveries are

scheduled for 2026.

CMB.TECH is also involved in the SYNERGETICS

project (dual fuel engine) and an ESA project

working on scope 3 emissions.

In addition, and together with Volvo Penta, we have

launched our first product on the market: the D8

industrial engine, one of the most widely used

engines in port equipment today. In collaboration

with several partners, including PSA and E-Power,

we have accumulated significant field experience to

enhance robustness before scaling these solutions

for the decarbonisation of heavy industries.

We currently operate 40 MAN V12 engines in our

fleet that are hydrogen-fitted or hydrogen-ready.

We are also expanding the reach of our BeHydro

engines into the Japanese market, supported by an

MoU with Daihatsu InfinEarth, which establishes a

foundation for local market presence and service

capability as hydrogen-powered solutions scale up.

In addition, we have signed an MoU with

TransNamib and AGL for the deployment of a

hydrogen-powered, heavy-duty, long-range

locomotive. Leveraging our green

hydrogenproduction facility in Walvis Bay, this

hydrogen-powered locomotive is tailored to the

harsh African rail network requirements. The

locomotive is planned to enter operations on the

Walvis Bay–Windhoek corridor in 2026.

CMB.TECH - Annual Report 2025

Active engagement with

financial institutions on ESG

CMB.TECH has been proactive in positioning for

the future with its financing profile. Since 2020,

CMB.TECH has started to convert its existing

credit facilities into credit facilities with specific

targets for emission reduction. These loans

included terms with clear targets to reduce its

Greenhouse Gas (GHG) emissions over their

duration. The targets were effective immediately,

with compliance over the first 12 months being

rewarded with a reduced interest coupon.

Sustainable financing

CMB.TECH approaches each financing opportunity

through a ‘sustainable lens’, together with its

syndicate of partner banks that share the same

values. Facilities include for example following

KPI’s:

– A reduction in the Annual Efficiency Ratio (AER).

In each loan agreement, a table is added with

the average target AER for both VLCCs and

Suezmaxes.

– Consumption Cap. This KPI is specific for the loan

linked to the FSO vessels. For each quarter, a target

fuel consumption is calculated. All fuel consuming

aspects are considered, as well as the amount of

crude oil that is processed. This KPI is achieved

when the actual fuel consumption of a vessel is

below the target fuel consumption.

– The bareboat leases with Ocean Yield contain a

sustainability KPI based on the CII performance

of the vessels. The target is set at achieving CII

rating of A or B at the delivery date, and on the

first day of each calendar year thereafter.

ING Green Loan

In November 2025, CMB.TECH, together with ING,

announced a green loan to finance an ammonia

dual fuel Newcastlemax bulk carrier, one of the first

vessels globally to be equipped with ammonia-

powered propulsion. This landmark transaction

represents not only CMB.TECH’s first green loan for

its deep-sea fleet, but also one of the earliest green

financing arrangements worldwide for an ammonia-

powered vessel. The collaboration with ING reflects

a shared vision between both organisations to drive

systemic change across maritime transport.

To qualify for the green loan, ING required the

vessel to be assessed under the EU Taxonomy

framework. CMB.TECH appointed Lloyd’s Register

as an external verifier, confirming that the vessel

meets the relevant technical screening criteria. This

verification demonstrates that both the capital

expenditure (CAPEX) and operational expenditure

(OPEX) associated with CMB.TECH’s ammonia dual

fuel fleet align with EU Taxonomy eligibility and

alignment requirements, further solidifying the

company’s leadership in sustainable shipping.

CMB.TECH - Annual Report 2025

Green Financing Framework

In Q1 2025, MOODY’s verified CMB.TECH’s updated

Green Financing Framework, awarding it a SQS2 scale

(very good). This rating reflects CMB.TECH’s strong

decarbonisation ambitions and underscores its

commitment to addressing the economic,

environmental and societal challenges facing the

maritime industry while making a positive contribution

to sustainable solutions.

MOODY’S RATINGS: “We have assigned an SQS2

Sustainability Quality Score (very good) to CMB.TECH’s

green financing framework dated January 2025.

CMB.TECH has established its use-of-proceeds framework to

finance projects across two eligible green categories: clean

transportation and renewable energy. The framework is

aligned with the four core components of the International

Capital Market Association's (ICMA) Green Bond Principles

(GBP) 2021 (including the June 2022 Appendix 1), and the

Green Loan Principles (GLP) 2023 of the Asia Pacific Loan

Market Association, the Loan Market Association, and the

Loan Syndications and Trading Association (LMA/APLMA/

LSTA). CMB.TECH has also incorporated identified best

practices for all the four components. The framework

demonstrates a significant contribution to sustainability.”

Figure 16: Alignment with principles &

contribution to sustainability

CMB.TECH - Annual Report 2025

Table 9: Total of emissions CMB.TECH


	EURONAV			CMB.TECH
Type of Emissions	2021 tCO₂e	2022 tCO₂e	2023 tCO₂e	2024 tCO₂e	2025 tCO₂e
Scope 1 (Direct)	2,392,017	2,155,984	2,226,796	1,336,590	1,957,085
Scope 2 (Indirect Energy) - location based	199	157	175	544	303
Scope 3 (Indirect Other)	805,064	653,262	789,791	2,464,714	3,303,366
Purchased goods and services	N/A	N/A	N/A	12,632	13,669
Capital goods	N/A	N/A	N/A	1,709,589	686,668
Business travel (Air Travel and Hotel Nights)	8,932	14,545	12,757	1,724	3,103
WTT Fuels an Energy Related Activities	535,093	484,141	506,136	303,585	680,730
WTT and T&D (electricity)	80	54	50	138	-
WTT Fuel - biofuel blend (B30/B50)	271	-	-	-	-
WTT Business travel	978	1,593	1,477	-	-
Downstream leased assets	259,711	152,929	269,371	437,045	1,919,194
Total	3,197,280	2,809,404	3,016,762	3,801,847	5,260,754

Air Pollutants - NOx mass performance indicator (ton)				52,669	50,506
Air Pollutants - SOx mass performance indicator (ton)				4,784	3,260

CMB TECH’s Scope 1, Scope 2 and Scope 3 GHG emissions, as well as our air pollutants (NOx, SOx), have been calculated by Metizoft using the following reporting standards: (i) Corporate

Accounting and Reporting Standard, published under the GHG Protocol Initiative (WRI/WBCSD, 2004), (ii) Scope 2 Guidance, published under the GHG Protocol Initiative (WRI/WBCSD, 2015),

(iii) Corporate Value Chain (Scope 3) Accounting and Reporting Standard, GHG Protocol. As of reporting year 2025, Business Travel includes ‘WTT Business Travel’, and WTT Fuels include

‘WTT and T&D (electricity)’ and ‘WTT Fuel - biofuel blend (B30/B50)’.

GHG emission accounting approach is based in the operational control approach. NOx and SOx mass is calculated in accordance with the Shipping KPI Standard published by BIMCO (PI008

& PI 009): (i) Scope 1: GHG emissions from CMB.TECH’s assets that are controlled directly by the Company (and the Tankers International and Stolt Pool), including the combustion of fuel from

company vehicles and vessels, and building operations, (ii) Scope 2: GHG emissions from imported energy, such as purchased electricity, heat or steam, (iii) Scope 3: GHG emissions from

non-owned sources that are related to the Company’s activities - including the time charter fleet. The annual split between Scope 1 and Scope 3 emissions may vary significantly from year to

year, primarily driven by changes in the commercial chartering strategy and the associated allocation of emissions under prevailing reporting standards.

CMB.TECH - Annual Report 2025

Table 10: Total of emissions

The composition and size of the CMB.TECH fleet

changed materially between 2024 and 2025 as a

result of the merger with Golden Ocean. Former

Golden Ocean fleet emissions are included for full year

2025 in order to facilitate the 2026 comparison basis.

Accordingly, comparative information between periods

is not directly comparable in respect of amongst others

Scope 1 emissions (Direct), Scope 2 emissions (Indirect

Energy), Scope 3 emissions (Indirect other), and NOx/

SOx emissions.

– CMB.TECH follows the guidance provided by

the Baltic and International Maritime Council

(BIMCO) on accounting and reporting a ship’s

GHG emissions. Under this guidance actual

emissions from fuel that has been used should

be accounted for under Scope 1, by the entity

paying for it. Under a time charter, the

responsibility for accounting and reporting for

scope 1 emissions would therefore rest with the

time charterer. As a result, CMB.TECH included

all time charter emissions under scope 3

downstream leased assets.

– As the fleet profile has changed considerably

over 2025 (cfr. Golden Ocean transaction), no

comparison is being made between 2024 and

2025. In absolute terms, CMB.TECH has emitted

5,260,754 tCO2e. Overall NOx emissions are at

50,506 ton, and overall SOx emissions are at

3,260 ton.

– EEOI is seen as a good metric to show efficient

operation and utilisation of a fleet of vessels.

Where AER/CII reflects CO2 emissions in terms

of the transport work a ship does by cargo

capacity, EEOI refers to the cargo carried during

a given voyage. In detail, while EEOI effectively

bases its calculation of work on laden ship

moves, the Annual Efficiency Ratio (AER)

considers ballast and laden moves (cfr.

incentivising ballast legs). No comparison is

made between 2024 and 2025 as the fleet

composition changed significantly.


	Bocimar		Euronav		Delphis	Bochem
	Newcastlemax/ Capesize	Kamsarmax/ Panamax	VLCC	Suezmax	6,000 TEU	25,000 dwt
EEOI gCO2/TNM	3.75	7.13	3.93	2.7	6.34	9.78
AER gCO2/DWTNM	2.07	3.46	2.28	2.95	6.15	8.32
IMO CII rating	2.13 (B)	3.75 (B)	2.05 (C)	2.90 (A)	5.86 (A)	8.02 (A)

EEOI/Energy Efficiency Operational Index: Sea going fleet emissions (gCO2) per unit of transport work (cargo tonne miles)

AER/Annual Efficiency Ratio: Sea going fleet emissions (gCO2) per tonne of ships deadweight times total miles run in the period

Source: all calculations by CMB.TECH Fleet Performance team

CMB.TECH - Annual Report 2025

2025 key changes and operational factors determining CMB.TECH environmental

performance

– Newbuilds / Vessel sales: Ordering newbuilds or

selling vessels is primarily a commercial decision

which applies to fleet-wide operational profile and

the need to respond to market trends and/or

regulations. However, new engine design and

technologies generate an inherent reduction in

fuel oil consumption and can co-drive fleet

decarbonisation. An indicative efficiency

improvement between two vessels delivered in

2010 and in 2024 has been an efficiency

improvement of 30% better AER rating, or a fuel

saving of 1,364 tons of MGO per vessel per year

(Mineral New York (2010) versus super-eco

Mineral Denmark (2024)).

– CMB.TECH took delivery of 17 vessels: eight

Newcastlemaxes (Mineral Cesko, Mineral

Slovenija, Mineral Portugal, Mineral Osterreich,

Mineral Sverige, Mineral Suomi, Mineral Polska,

Mineral Slovensko), one chemical tanker (Bochem

Santos), one VLCC (Atrebates), two CSOVs

(Windcat Rotterdam, Windcat Amsterdam) and

five CTVs (FRS Windcat 61, Hydrocat 60, FRS

Windcat 62, TSM Windcat 59, and Windcat 58). In

addition, the Golden Ocean transaction included

59 Newcastlemax/Capesize vessels and 32

Kamsarmax/Panamax vessels.

– CMB.TECH sold 12 vessels: five VLCCs (Alsace,

Iris, Dalma, Hakone, Hakata), two Suezmaxes

(Cap Lara, Sofia), two Capesize vessels

(Battersea, Golden Zhoushan), two Panamax

vessels (Golden Ioanari, Golden Keen, and one

CTV (Windcat 6).

– In 2025, Euronav dry-docked the vessels Dia,

Donoussa, Hakata, and Antigone, during which,

among other works, a new silicon-based hull

coating was applied to improve hydrodynamic

performance. In addition, Sienna and Dalma were

also dry-docked. The overall energy-efficiency

impact of these dry-dockings on Euronav’s 2026

emissions profile will be limited, as Dia, Hakata,

Antigone, and Dalma were sold during 2025.

– In 2025, Bocimar dry-docked a total of 27 vessels

across its fleet, including 10 Newcastlemax, 11

Capesize, and 6 Kamsarmax vessels. During

these dockings, several energy-efficiency

measures were implemented, among others: the

installation of 9 Mewis Ducts, 5 Propeller Boss

Cap Fins (PBCFs), and 14 Variable Frequency

Drives (VFDs). These upgrades will further

enhance the operational efficiency of the Bocimar

fleet and contribute to reduced fuel consumption

and emissions.

– Overview of the outstanding December 31 2025

CMB.TECH newbuilding program (38 vessels):

four eco-type VLCCs, two eco-type Suezmaxes,

ten Newcastlemax bulk carriers (ten NH3 dual fuel

fitted), two 5,000 dwt dry-bulk coasters, four

CSOVs, one CSOV XL, seven 25/26k dwt

chemical tankers, two dual-fuel product tankers,

one 1,400 dual fuel NH3 container vessel, and

five CTVs.

– With regards to energy-efficiency technologies

onboard the delivered newbuilding fleet, following

investments have been made: modern CFD

improved hull designs, bow shape wave induced

savings, wake equalizing ducts or super stream

ducts, propeller boss cap fins, vessel specific

designed propeller, rudder bulbs, full spade

rudders, shaft generators, special antifouling hull

painting and mass flow meters.

– Operational Efficiencies are another direct and

easily attainable way to drive emissions and fuel

consumption lower. Such operational efficiencies

might include Just-in-Time arrival operations and

they are driven by average voyage speed

reduction.

– ZeroNorth project, with its digital transformation

and data sharing capabilities informs our decision-

making and may result in savings due to

operational measures triggered by informed

decisions onboard.

Over the year 2025 the composition of the

CMB.TECH fleet changed substantially, reflecting

the CMB.TECH strategy of diversification,

decarbonisation, and fleet rejuvenation. The on-

going fleet rejuvenation and diversification

program had a significant impact throughout 2025

and will also shape the operational performance

for the coming years, as confirmed with the on-

going newbuilding program (with 38 vessels still to

be delivered in 2026, 2027, 2028 and 2029).

All reported segments achieved at least a C rating

or better for 2026, which means they meet or

exceed the acceptable efficiency level. The

reporting period 2025 resulted in an Annual

Efficiency Ratio & CII rating of: Bocimar

Newcastlemax/Capesize (2.13 B), Bocimar

Kamsarmax/Panamax (3.75 B), Euronav VLCC

(2.05 C), Euronav Suezmax (2.90 A), Delphis (5.86

A), and Bochem (8.02 A). For the EEOI, following

performance was attained: Euronav (5.97),

Bocimar Newcastlemax/Capesize (3.75), Bocimar

Kamsarmax/Panamax (7.13), Euronav VLCC (3.93),

Euronav Suezmax (2.70), Delphis (6.34), and

Bochem (9.78), including all vessels owned by

CMB.TECH except for: vessels TC-IN, CTVs, FSOs

and vessels used as storage platforms.

CMB.TECH is in compliance with IMO 2030 target, if

the current AER reduction speed keeps up (or

accelerates). If current 2025 AER levels are

compared to the 2008 reference line, both the

Bocimar and Bochem fleet have already achieved the

2030 40% reduction target in 2025. The Euronav

fleet is also already very close to the 2030 target with

38% reduction against 2008 baseline. Confirming the

target of: “Reduction in carbon intensity of our fleet by

at least 40% by 2030 compared to 2008.”

CMB.TECH - Annual Report 2025

CMB.TECH Transition plan

The following graphs present fleet trajectories on a

consolidated basis for each shipping division. The

reference trajectories are generated in line with IMO

CII regulation which follow adopted reduction

factors (MEPC.400(83)) to 2030, then tighten

linearly to zero by 2050. For the fleet currently in

operation, these trajectories are based on actual

operational data from 2025 together with current

and planned efficiency measures, both operational

and technical.

CMB.TECH - Annual Report 2025

Water and marine biodiversity

preservation

Ballast water treatment insights

Ballast water is essential to commercial shipping. It compensates for weight loss

due to cargo operations and fuel consumption, thereby providing stability, reducing

stress on the hull and improving propulsion and manoeuvrability. However, the

water pumped in also contains a variety of indigenous organisms, which are later

released outside of their natural habitats. While most transported species do not

survive when the ballast water is discharged, some thrive in their new environment.

With no natural predators, they outcompete, displace or kill native species.

To minimise and ultimately eliminate the transfer of harmful aquatic organisms

and pathogens, shipping’s global regulator, the IMO, adopted the Ballast Water

Management (BWM) Convention (full name: International Convention for the

Control and Management of Ships' Ballast Water and Sediments, 2004). The

BWM Convention applies to all ships with ballast water capacity and active in

international trade. This convention entered into force globally on 8 September

2017 and became mandatory for new vessels and those at their next special

survey (5, 10, and 15 years, then every 30 months after 15 years). CMB.TECH

tested several solutions prior to deciding upon a fleet wide roll out of the most

energy efficient and performant system. As of 2022, CMB.TECH has all vessels

falling under the BWM Convention equipped with water ballast treatment systems.

Vessel recycling

Ship recycling is a key focus for CMB.TECH, working closely with partners and

shipping associations. Our fleet is in compliance with and is certified under both

EU-SRR and HKC Inventory of Hazardous Material (IHM) and/or other notations

(i.e. ENVIRO). These documents track a ship's entire lifecycle, starting from

construction or inspection for existing ships. CMB.TECH complies with the latest

EU regulations that foresee the introduction of an Inventory of Hazardous

Materials (IHM) and a Maintenance Plan for each ship. In addition, CMB.TECH’s

fleet is carrying updated IHM, EU-SRR and HKC certification.

CMB.TECH believes in circular economy and maintains ships on very high

standards during their life. Management evaluates whether ships will either

continue to be used by other owners, be converted to prolong their lifespan or be

recycled.

CMB.TECH - Annual Report 2025

Overview initiatives and collaborations - Environment

For those of us tasked with operating the global fleet, one conclusion is clear: in the absence of strong global policy,

industry momentum is critical. Decarbonisation will only succeed if the entire maritime ecosystem: fuel suppliers,

shipyards, class societies, technology providers, and ship owners and operators, moves forward together, aligned

behind practical, scalable solutions. That is why global initiatives and collaborations that deliver real environmental

impact are imperative to the success of global shipping decarbonisation.

Global Maritime Forum

CMB.TECH is a founding partner of the Global

Maritime Forum, an international non-profit

organisation committed to shaping the future of

global seaborne trade to increase sustainable

long-term economic development and human

well-being. For more information visit

https://globalmaritimeforum.org/

Getting to Zero Coalition

The Getting to Zero Coalition (GtZ), a partnership

between the Global Maritime Forum and the

World Economic Forum, is an industry-led

platform of more than 150 companies within the

maritime, energy, infrastructure and finance

sector, supported by key governments and IGOs.

The Coalition is committed to getting

commercially viable deep sea zero-emission

vessels powered by zero-emission fuels into

operation by 2030, maritime shipping’s ‘moon-

shot’ ambition. In 2023, CMB.TECH joined the

Zero-emission Vessel Commitment by 2030. By

joining the commitment, it allows ship-owning

and chartering segments to send a corresponding

signal and build confidence in the market for

these essential fuels. For more information visit

https://globalmaritimeforum.org/getting-to-

zero-coalition/

INTERTANKO

The International Association of Independent

Tanker Owners (INTERTANKO) is a trade

association. It has served as the voice for

independent tanker owners since 1970 on

regional, national and international levels. The

association actively works on a range of

technical, legal, commercial and operational

issues that have an influence on tanker owners

and operators around the world. For more

information visit https://www.intertanko.com

INTERCARGO

The International Association of Dry Cargo

Shipowners (INTERCARGO) is an association that

represents the interests of quality dry cargo

shipowners. In 1980, INTERCARGO convened for

the first time and since 1993 it participates at the

International Maritime Organization with

consultative status. For more information visit

https://www.intercargo.org/

ITOPF

CMB.TECH is a member of ITOPF. The

International Tanker Owners Pollution Federation

(ITOPF) is a non-profit organisation and a trusted

source of objective technical advice worldwide

on preparedness and response to accidental

marine spills. ITOPF has responded to over 800

incidents involving oil or chemical spills

worldwide. Their highly skilled international team

assists 24 hours a day, 365 days a year to

provide impartial technical advice. ITOPF

provides a wide range of technical services to

back up our core role of responding to ship-

sourced spills. For more information visit

https://www.itopf.org

BIMCO

The Baltic and International Maritime Council

(BIMCO) is an international association that

represents shipowners. BIMCO has over 2,000

members that cover 62% of the world’s tonnage.

BIMCO creates maritime contracts & clauses,

offers trainings, and also shares market insights

and information on global regulations. For more

information visit https://www.bimco.org/

CMB.TECH - Annual Report 2025

Social and human capital

CMB.TECH - Annual Report 2025

People approach

At the core of our mission lies the commitment to inspire and

empower our mostly highly skilled and dedicated workforce to

maximise their potential and to pursue their career aspirations

within a healthy, stimulating and rewarding work environment.

Our operations span across shore-based offices in key locations

such as Antwerp, Athens, Brentwood, Lowestoft, IJmuiden,

Nantes, Oslo, Singapore, Hong Kong, Walvis Bay, Tokio and

Houston, where we employ approximately 326 people. This

expansive geographical reach reflects our deep-rooted maritime

heritage and culture, cultivated over generations.

Onboard CMB.TECH vessels, we rely on the expertise of around

5,120 seafarers representing diverse nationalities. In an industry

where competent seafarers are in high demand, CMB.TECH,

together with our third party ship management partners, boasts a

roster of qualified and experienced masters, officers, and crew

members on all our vessels.

CMB.TECH is unwavering in its commitment to fostering a culture

of teamwork and collaboration, both ashore and at sea. We

prioritise authentic performance planning, appraisal, training,

development, internal promotions or lateral career changes. Our

policies are designed to elevate and recognise outstanding

performance, engage our workforce and retain key talent. We

take pride in celebrating the diversity within our workforce, which

encompasses individuals with extensive service and experience

in the industry, as well as newcomers with fresh perspectives.

This blend of dedication and stability, enriched by diversity, has

been instrumental in our ability to achieve exceptional results in

an intensely competitive sector.

Our workforce brings a wide spectrum of educational and

professional backgrounds to their roles, including expertise in

areas such as nautical science, engineering, finance, business

administration, law and the humanities. These professionals

specialise in various aspects of tanker operations, crewing,

marine and technical functions, as well as shipping corporate

services. Virtually every member of our team is fluent in at least

two languages, and half of our workforce is proficient in three or

more languages, reflecting our commitment to a globally

connected and multilingual work environment.

CMB.TECH - Annual Report 2025

Transparency and ethical behaviour

Social policy/policies

Code of conduct

CMB.TECH adopted a Code of Conduct in order to

assist all persons acting on behalf of CMB.TECH to

act in an ethical way and with respect to the

applicable laws and regulations. The Code of

Conduct therefore ensures that CMB.TECH

employees enhance and protect the good

reputation of the group, more particularly in its

relationship with customers, shareholders and other

stakeholders, as well as with society in general. Our

Code of Conduct can be consulted on our website:

https://cmb.tech/investors/corporate-

governance/policies-and-documentation

Staff Handbook

The Staff Handbook helps CMB.TECH comply with

legal requirements and regulations relating to

employment and sets out guidelines for ensuring

high standards of ethical practices that need to be

applied throughout the CMB.TECH community.

Whistleblower policy

CMB.TECH has adopted a Whistleblower Protection

Policy to protect individuals who want to lawfully

raise a legitimate concern. If an employee becomes

aware of illegal or unethical misconduct. If an

individual does not feel comfortable reporting

concerns to a supervisor, manager or any other

appropriate person within the company, he or she

can use a free telephone service or web-based

platform that enables him or her to report a concern

in complete confidentiality, in his or her mother

tongue. CMB.TECH’s ‘SpeakUp’ service is hosted

by an independent third party, People InTouch B.V.,

to ensure a straightforward, confidential, secure and

convenient way of reporting.

For easier inquiry, CMB.TECH invites reporters to

identify themselves. However, any person can file a

complaint anonymously. The group addresses all

complaints with the utmost confidentiality. The

group does not, in any respect, engage in

discriminatory practices against any individual who

has lodged a complaint in good faith. The

comprehensive Whistleblower policy is accessible

on the CMB.TECH website.

Human rights

The Company places great importance on

upholding and safeguarding human rights,

encompassing the fundamental rights and freedoms

outlined in the United Nations Universal Declaration

of Human Rights.

CMB.TECH maintains a zero-tolerance stance

towards practices such as slavery, child labour,

forced or compulsory labour and human trafficking.

Our comprehensive set of policies ensures that all

CMB.TECH entities understand the significance of

respecting human rights and are aware of the

procedures to report any violations.

In light of CMB.TECH's worldwide operations,

eventually also in areas characterised by an

elevated risk of unethical practices, we implement

enhanced vigilance to guarantee compliance with

ethical standards. We are dedicated to conducting

our business with honesty and actively working to

prevent any instances of corruption or bribery.

CMB.TECH consistently champions labour and

human rights in its operations, guided by our

corporate 'Code of Business Conduct and Ethics'

along with various specific policies, such as the

'Anti-corruption Policy' and the 'Whistleblower

Protection Policy.' Additionally, our employees

participate in required annual training to strengthen

these principles.

We assess and select firms, agencies and other

third parties before engaging in business or

partnerships, in alignment with our Third-Party Risk

Policy. This policy clearly defines our standards and

expectations. Regular audits and inspections of

these entities, particularly those with staff at our

sites, serve as an assurance mechanism that our

standards are consistently upheld and effective.

Respect for people extends not only to our own

employees but also to those involved with

subcontractors and suppliers. In 2025, there were

no reported violations of human rights, and no fines,

penalties or compensation for damages resulting

from breaches of our policies were incurred.

Nevertheless, we maintain an unwavering

commitment to vigilant monitoring to swiftly address

any deviations from our policies.

CMB.TECH - Annual Report 2025

People management

Approach shore

Flexible working

We prioritise the wellbeing of our employees and

actively support it. Our goal is to create a

collaborative and stimulating work environment that

caters to diverse staff needs and encourages a

healthy work-life balance. Recognising the evolving

nature of work, we have embedded flexible working

within our organisational culture, providing our

employees with opportunities to work from home as

well as in the office.

Crew management

Crew management requires a joint taskforce. It

comes with recruitment by our external ship

managers and requires strict adherence to STCW

and additional training matrices.

The key to success is offering seafarers a stable

and safe working environment, good

accommodation and a nice working atmosphere on

board. Our seafarers should also get chances to

grow in their careers. By always keeping these

goals in mind, we achieve high retention rates and

long-lasting employments.

While the day-to-day crewing operations are

managed by our ship managers, CMB.TECH keeps

a strong engagement to closely cooperate with the

crew on board. This is done through participation in

crew conferences and seminars, and through

vessel visits by shore personnel, There are short

communication lines between the Masters and

Chief Engineers and our Operations and Technical

teams ashore, enabling fast and proper decision-

making when needed.

Another important aspect of crew management is

training. Together with our ship managers, we

monitor training needs to be best-in-class for the

technologies we use on board our vessels, but also

to be prepared for safely operating the ammonia-

powered vessels of tomorrow. Life-long learning

goes beyond new ship designs and technologies;

safety training and cyber security remains a top

priority.

In all this, we shouldn’t forget to pay attention to the

mental health of our crew. Leadership plays a big

role here, from the Senior Staff on board and from

the Management ashore. With strong leadership,

crew on board feel supported and confident in their

jobs.

Through surveys and benchmarking with industry

studies such as the Seafarer Happiness Index by

the Mission to Seafarers, we gauge where our

Company stands. For 2025, CMB.TECH crew has

given an average score of 8.32 on the Seafarer

Happiness index. This is well above the industry

average of 7.27 as reported by the Mission to

Seafarers for the 4th quarter of 2025. We are

pleased with this result but at the same time aware

that mental health on board requires continues

commitment from our side.

CMB.TECH - Annual Report 2025

Talent attraction

At CMB.TECH we continuously seek new talent to

strengthen our organisation. To reach a broad and

diverse audience, all shore-based career

opportunities are published on our website and

promoted via our LinkedIn and Instagram channels.

For crew positions, applicants can apply directly via

a dedicated link on our website.

To further enhance our visibility as an employer of

choice, CMB.TECH actively participates in job fairs and

career events throughout the year. These moments

offer valuable opportunities to connect with potential

candidates, showcase our innovative projects,

strengthen our employer brand, and increase name

recognition within the talent market. By maintaining a

strong presence at these events, we aim to build

long‑term relationships with prospective candidates

and attract new talent more easily.

Shore employees

We aim to attract, inspire and support talented and

dedicated individuals who want to contribute to our

company’s vision. Our goal is to offer a challenging

yet rewarding work environment in which

employees can grow and thrive.

Our workforce is built on a diverse mix of skills,

experience and backgrounds, ensuring we have the

expertise needed to advance our business. We

value diversity and provide equal opportunities

regardless of gender, age, culture or personal

circumstances. Recruitment decisions are based

solely on selecting the most suitable candidate for

each role. We also encourage applications from

seafarers who wish to transition into shore-based

positions aligned with their expertise.

Internal mobility is highly valued within our

company, as it promotes career development and

boosts team motivation. To support this, new

vacancies are posted on our internal communication

platform first, giving current employees the

opportunity to apply. Beyond open roles, all

employees are encouraged to discuss their career

aspirations and development goals as part of our

regular performance process as well as during the

regular meetings with team leads.

While internal career growth remains a priority, we

also recognise the added value of external

recruitment. New talent brings fresh perspectives

and innovative ideas, helping us continuously

evolve and improve. Therefore, when appropriate,

we also advertise positions externally

Seafarers

Starting a career at sea is a brave decision. It is

choosing to leave the beaten track, to face not only

professional challenges but also natural phenomena

such as heavy weather and storms, far away from the

protection of safe havens.

To prepare for this, the education of seafarers is

broad-ranging, it includes navigational skills, safety and

security training, maritime English, crowd management

and much more. There are few professions asking

such a wide variety of competencies.

At CMB.TECH, we value the commitment of our

Cadets and we are actively involved in offering,

cadetships to young graduates from Maritime

Academies worldwide, together with our ship

management partners.

When embarking on our vessels, Cadets and

Apprentices get to work with seasoned Officers and

Crew. Our Senior Staff can share best-practises

gathered over many years and show them the ins

and outs of life at sea. The knowledge of the Cadets

also brings great value to the ships. They have

followed training in the newest technologies and

they come with a fresh perspective, bringing

insights that one can only have when experiencing

something for the first time.

Our crew is as much diverse as our fleet. The

cadetship programs we support are multinational.

Through various initiatives we want to broaden this

even more, so after the Africa Maritime Day, we

decided to engage Cadets from Ghana.

From the Philippines to Canada, over Belgium,

Ukraine and India, we are proud of the young

cadets joining our fleet.

“My first days at sea were

unforgettable: Spain on

one side and Morocco on

the other side”

Deck cadet Thomas

CMB.TECH - Annual Report 2025

Training and development

CMB.TECH engages in performance planning,

appraisal, training, development and internal

promotion. Our policies are aiming to improve and

reward performance, promote employee

engagement and retain key talent.

To support these objectives, we have implemented

a comprehensive system of ongoing training

programmes, webinars, seminars and other learning

opportunities. This approach ensures that all

employees remain fully aware of their daily

operational responsibilities. During the appraisal

process, training needs are identified and

customised training plans are prepared. Training

sessions take place in a dedicated training room or

online through a computer-based programme. We

actively encourage employees to participate in

these initiatives, as continuous learning and

development are a core part of our training vision.

We are committed to promoting a culture of growth,

curiosity and ongoing professional development

throughout the organisation.

Performance management

We are committed to fostering a high-performance

culture supported by a structured and transparent

Performance Management Process.

Shore personnel

All shore employees participate annually in a formal

performance review, which includes both a self-

assessment and an evaluation by their manager.

This ensures alignment between individual

contributions, development priorities and the

company’s broader objectives. To reinforce

continuous growth, this annual cycle is

complemented by mid-year check-ins between

employees and their line managers. These meetings

create space for ongoing feedback, strengthen

engagement and help identify opportunities for

further development.

By integrating regular discussions on performance

and career aspirations, we aim to empower our

employees to reach their full potential while

supporting the long-term success and sustainability

of the organisation.

Seafarers

For all our seafarers, a performance appraisal

process is implemented.

All officers and crew are evaluated by their direct

head-of-departments on board. Different criteria are

set for deck, engine and catering department. In

addition to these on-board appraisals, some senior

ranks on board are also evaluated by the shore

management directly involved in the management

and operation of the vessels.

The appraisal process reflects on the contribution of

the seafarer to the vessels’ operation and objectives

and it also appoints opportunities for improvement

and skills development. The group considers the

appraisal process as a crucial tool for the seafarers’

career planning.

Training and development Indicators

Figure 17: Training and development

CMB.TECH - Annual Report 2025

Diversity and inclusion/equality

Figure 18: Generational diversity

We take pride in the diversity that defines our workforce. Many colleagues at

CMB.TECH contribute years of valuable experience, while new joiners bring

fresh perspectives that enrich our organisation. Our commitment to fostering

long-term engagement and stability, combined with a deliberate focus on

attracting new talent, continues to deliver strong results in an exceptionally

competitive industry.

The Supervisory Board has been informed of the law of 28 July 2011 on

gender diversity as well as the recommendations issued by the Corporate

Governance and Nomination Committee regarding the representation of

women on the Supervisory Boards of listed companies. Our Supervisory

Board fully complies with the gender diversity principles.

Diversity policy

At CMB.TECH, our commitment to diversity and inclusion is rooted in

offering high-quality employment opportunities and encouraging

career development based on each individual’s qualifications,

experience and potential. We recruit in a fully objective manner,

ensuring that every candidate is assessed fairly and consistently, with

equal opportunities at the core of our approach. By focusing on the

strengths and capabilities of each employee, we aim to build a team

that reflects a rich variety of perspectives.

We strive to cultivate an inclusive workplace where everyone is

treated with dignity and respect. By investing in continuous talent

development, we enhance employees' competencies while

supporting sustainable professional growth across the organisation.

We actively promote equal opportunities for internal mobility and

provide transparent guidance and support throughout these

processes. CMB.TECH firmly believes that a well‑balanced mix of

backgrounds, experiences and viewpoints leads to more thoughtful

decision‑making and stronger results. Diversity and inclusion are

not only values we embrace, they are key drivers of the long‑term

success of both our people and our company.

CMB.TECH - Annual Report 2025

Gender Equality

Women in Shipping

The shipping industry has traditionally been male-

dominated. However, things are slowly changing.

Across the maritime sector, various initiatives are

actively working to promote gender equality and to

make shipping more attractive and accessible to

women. International organisations such as the

International Maritime Organization (IMO) and

industry networks like Women’s International

Shipping & Trading Association (WISTA) play an

important role by raising awareness, supporting

education and training, fostering professional

networks and highlighting female role models.

In 2021, the IMO for example adopted a resolution

declaring an International Day for Women in

Maritime, to be held on 18 May every year. The IMO

has also been running a Women in Maritime

programme since 1988, a time when few maritime

training institutes even permitted female students.

These initiatives contribute to breaking down

traditional perceptions and encouraging more

women to consider careers in maritime and

shipping-related fields.

Women at CMB.TECH

At CMB.TECH, we continue to strengthen the representation and impact of women

across our onshore and offshore workforce.

Our commitment to diversity and equal opportunities as indicated before, ensures

that women increasingly take up key roles in all the different onshore departments.

Our onshore teams reflect a growing community of talented women whose

expertise, leadership and perspectives directly contribute to our innovation and

long‑term success.

More precisely, on 31 December 2025, the CMB.TECH Supervisory Board was

33% female. 30% of the senior management roles were taken up by women and

24% of our middle managers were women.

CMB.TECH - Annual Report 2025

Communication channels

Investor relations

CMB.TECH strives to communicate openly and transparently

towards our stakeholders on a regular basis. After each

quarterly earnings release, our Management Board presents

the quarterly results during a virtual conference call. This

conference call is followed by a Q&A. For investors and

analysts who are not able to attend, the recording and script

are subsequently published on our website along with a PDF

of the presentation. We also hold frequent investor and

analyst presentations, as well as virtual roadshows.

Furthermore, occasional conference calls & investor days are

set up. We also participate in several conferences.

On our annual General Shareholder meeting, which is held on

the third Thursday in May after the financial year, our key

shareholders cast their votes on important matters that can

affect our company.

All investor related information can be consulted on the

investor page on the CMB.TECH website: https://cmb.tech/

investors

Communication towards employees

CMB.TECH strives to communicate with its employees in a

direct and transparent way on a regular basis. To build

employee relationships, we have continued to use, and also

implemented, new platforms to improve our internal

communication.

With ad-hoc and quarterly Town Hall meetings, we inform all our

employees on important matters happening within the group.

The employees furthermore receive daily updates through our

internal communications platform, ABOARD. Other communi-

cation channels that are frequently used are info sessions given

by employees of the company and physical meetings.

CMB.TECH - Annual Report 2025

HR accomplishments

In the context of the second merger within 18

months, 2025 was still dominated by ensuring

continuity and aligning work practices. In doing so,

we proceeded as follows:

Shore

– Giving everyone a definite place in the

organisation. Defining a new structure per team/

department. Encouraging teams to work

together. Participation in the successful

reorganisation of the operations department

resulting in even more expertise in middle

management.

– We continued the process of harmonising all

wage components to achieve a uniform wage

policy. Our policies were also rewritten and

reintroduced. Adjusting job titles and job

descriptions is an ongoing business.

– Successful roll-out within Windcat of the previously

Implemented Applicant Tracking System for

headquarters for successful recruitment within the

Group. New countries are scheduled to join.

– Further development of the induction program to

successfully integrate not only new hires but

also the merged population in the group to get

them up to speed on CMB.TECH.

– The training process was thoroughly explained

to managers and employees. Launch of a basic

leadership program to upskill our managers.

– We conducted a psychosocial survey with very

good results compared to the benchmark. The

action plan will be further discussed with

department heads in 2026.

CMB.TECH - Annual Report 2025

Collaborations and contributions - Society

Charity policy

CMB.TECH’s focus is on charitable donations where

the group believes it can make a tangible

improvement to parts of society that we are

engaged with or are close to. This is a dynamic area

and we are constantly assessing the efficacy and

focus of our charitable efforts.

Overview

CMB.TECH wants to positively impact the

communities where we live and work. We do this by

building relationships and inspiring charity and

goodwill both inside and outside the group. We

actively encourage our staff to engage in

community initiatives and support employee

involvement, be it volunteering, fundraising or

donations through options such as fund-matching

or sponsoring specific events. A few of the charities

to which CMB.TECH contributes financially, in line

with its policy, are described below.

TAJO - Talentenatelier voor

Jongeren

Through interactive Saturday workshops,

TAJO introduces young people between

the ages of 10 and 14 to a wide variety of

professions and the competencies and

talents that go with them. Experienced

guest teachers give these workshops in an

enthusiastic and experiential way. During 3

years several topics are handled, giving the

students the opportunity to get a broad

view on possible future career paths. In this

way, young people can experience for

themselves which fields appeal to them

and are encouraged to study in a direction

that will take them further, in school and in

life. TAJO is there for everyone, but with

priority for those who need it most. The

organisation is based on a similar

programme in the Netherlands and was

already active in Belgium in Ghent &

Kortrijk. In September 2024, they opened

the weekend school in Antwerp. For more

information visit: https://tajo.be/

Nakayale

Nakayale Academy for Orphans and

Marginalised Children is a school located in

Etunda in the western Omusati Region of

Namibia. The school opened its doors in

January 2016. It is a unique institution, the

only facility to take in children from this

remote region, who have been seriously

neglected, without access to education,

healthcare, clean water and proper feeding

and provide them with full board and

lodging, clothing, medical care, sports

training, art, music and exposure to the

world beyond their village. Enrolment is 100

percent free of charge and students are

exposed to the highest standard of

education through partnership with St

Paul’s College. The education system is

based on the student-centred, rotation

learning model with one teacher per 15

children in a class, allowing for continuous

student-teacher engagement. For more

information visit: https://nakayale.academy/

CMB.TECH - Annual Report 2025

Youngship

Youngship is a non-profit organisation founded by and made-up for

maritime professionals aged up to 39 years old. Their goal is to provide a

platform for competence and network development and promote young

professionals in the Belgian Maritime Cluster. For more information visit:

https://youngship.com/belgium/

Sailor’s Society

Sailor's Society is a global charity that supports seafarers and their families

worldwide. They provide 24/7 practical and mental health support and wellness

training. Sailors’ Society works with port chaplains that visit vessels to offer

assistance to the crew onboard. For more information visit: https://sailors-

society.org/about-us/

Valero Benefit for Children

In 2025, the Valero Benefit for Children, in conjunction with the Valero Texas

Open, raised over USD 25 million in net proceeds, marking a significant

contribution to children's charities. This event, which has been a long standing

tradition since 2002, is organised by the Valero Energy Corporation to support

children's causes in communities where Valero operates. Over the past century,

the Valero Texas Open has amassed over USD 281 million in net charitable

contributions, reflecting its enduring commitment to making a positive impact on

the lives of children in need. For more information visit: https://www.valero.com/

valero-benefit-children

Great Whale Conservancy

CMB.TECH is part of the Whale Guardian programme of the Great Whale

Conservancy to investigate how to mitigate whales strikes across the globe.

Under the Whales Guardian programme we: a) map the key whale habitats and

identify areas for potential speed limits, b) provide instructions to our mariners to

either temporarily reduce speed and/or deviate without jeopardising navigational

safety and commercial purpose; these voluntary measures have immediate effect

at the Canadian East Coast, the west coast waters at California (USA) and the

Hellenic Trench, c) work with well-known industry peers to amplify impact,

d)explore and cooperate with global and local stakeholders to secure safe and

ecologically sustainable passages; our support is lobbying for reviewing big traffic

separation at Sri Lanka, British Channel, Malacca, etc. For more information visit:

https://www.whaleguardians.org/

CMB.TECH - Annual Report 2025

Health & Safety

Our approach to health

Supporting the health of personnel both on board

and ashore is a very important aspect of our

Company Management system. Our working

environment is continually monitored to ensure that

we maintain healthy conditions. Our health

standards and guidelines pay specific attention to

important issues such as general living conditions,

crew wellbeing, physical exercise, storage of food,

and nutrition practices. Medical advice and

assistance, for physical as well as mental health is

available 24/7.

Shore

CMB.TECH fosters a work environment that actively

supports the physical and mental wellbeing of its

employees. We encourage regular exercise and

physical activity by offering discounted fitness

subscriptions and facilitating group participation in

organised runs. In addition, we promote healthy

eating habits and work to minimise workplace

hazards. We provide healthy meals and fruit in the

office and ergonomic workstations with adjustable

desks and chairs that promote good posture, as well

as ergonomic keyboards and mice.

Seafarers

Physical health on board is a crucial aspect of crew

management. Our goal is to have all our seafarers

going on board in good health and returning safely

home after a successful contract, in the same health

condition. This can only be achieved by sea and

shore-staff working together and by focusing on

multiple aspects of physical health. More

information on physical health can be found on

page 97.

CMB.TECH - Annual Report 2025

Policies

Health, hygiene and safety

policy

CMB.TECH places health, hygiene and safety as

first priority in its operations. Ensuring that every

colleague can carry out their duties in a secure and

heathy environment remains the main focus.

The group is furthermore committed to take all

reasonable precautions and measures, during the

operation of its vessels, in order to ensure safety at

sea, prevention of human injury or loss of life and

avoidance of damage to property.

Alcohol and drug policy

CMB.TECH is fully committed to maintaining a safe

and healthy working environment by implementing,

directly or through our third party ship managers,

strict drug and alcohol policies. Any violation of

these policies, including illegal possession,

consumption, distribution or sale of drugs or alcohol

by any shipboard and shore personnel, shall lead to

instant dismissal and will expose the person to legal

proceedings.

Mental health

Mental health is a state of mental wellbeing that

enables people to cope with the stresses of life,

realise their potential, learn well and work well, and

contribute to their community. It is an integral

component of health and wellbeing that underpins

our individual and collective abilities to make

decisions, build relationships and shape the world

we live in. Mental health is a basic human right and

is crucial to personal, community and socio-

economic development.

CMB.TECH takes mental health very seriously for its

sea and shore staff. A specific HSQ system is in

place with the highest standards of safety in marine

transportation and mental health is part of this

system.

In Antwerp, CMB.TECH conducted its five‑yearly

psychosocial wellbeing survey, carried out

anonymously by Securex, their external Service for

Prevention and Protection at Work. The survey

assessed key aspects of the psychosocial work

environment, including work organisation, job

content and interpersonal relations. Securex

analysed the results and provided

recommendations that helps us further strengthen

our wellbeing policy, ensuring a healthy and

sustainable work environment for all employees.

For our seagoing crew, several programs exist to

give mental support, customized to the specific

needs of the individual. Where a crew member at

the start of his career might be in need of

mentorship from an experienced Colleague to gain

confidence in his job, somebody else might seek for

external help to deal with private problems while

working at sea, far away from family and friends.

CMB.TECH supports the initiatives deployed by its

Ship Managers and at the same time the company is

actively committed to the All Aboard Alliance,

underwriting an engagement to our seafarers who

are in the heart of our industry. The focus areas are

safe working conditions, improved physical and

mental health, diversity and inclusion and flexible

and attractive careers at sea. Health, safety,

inclusion and wellbeing will always be core values

and continues efforts are made to improve living

and working at sea in all its aspects.

CMB.TECH - Annual Report 2025

Physical health

Shore

CMB.TECH aims to encourage employees to

incorporate sports into their workday and to

participate in several sporting events, such as local

running competitions.

Seafarers

With vessels performing long sea-passages, far

away from shore medical facilities, physical health

on board remains a top priority.

All vessels in the fleet are equipped with an on-

board hospital, gym area and large refrigerating

rooms for fresh provisions. This way we want to

guarantee a healthy working and living environment

for our crew. Together with our ship management

partners, we not only facilitate a healthy lifestyle, it

is also promoted in various campaigns.

All officers and crew on board are trained in

compliance with the STCW-requirements, including

medical trainings and the medical chests are kept

with upmost care. Next to this, specialised medical

services are available 24/7 to provide guidance and

advice on any medical situation. Procedures for

medical emergencies are put in place and also

ashore everybody directly involved in the

management of the fleet is guided and trained to take

up their roles and responsibilities in case of

emergencies and medical evacuations.

At the same time, there are continued collaborations

with dedicated medical centres and physicians

worldwide in charge of the pre-joining medical

examinations and radio-medical advice.

CMB.TECH is committed to keep this focus on physical

health and make every effort to contribute to a healthy

working environment on board our ships.

CMB.TECH - Annual Report 2025

Safety

Safety & quality are

paramount at CMB.TECH

At CMB.TECH, safety and quality are an important

part of our daily operations. Both safety and quality

are considered in every decision, every operation

and every innovation across our offshore vessels,

hydrogen and ammonia infrastructure and ocean-

going fleet.

As we look ahead, our commitment is clear and

unwavering: to safeguard lives, protect the

environment and consistently deliver services of the

highest quality. In 2025, we strengthened our

journey toward zero harm—zero injuries, zero ill

health, zero property damage and zero

environmental harm.

CMB.TECH - Annual Report 2025

Health Safety, Quality and

Environment (HSQE)

Management System

The CMB.TECH HSQE management system is

continuously evolving to support a more integrated,

future-ready organisation where workplace safety,

innovation, and ocean-going fleet HSQE functions

are fully aligned and work in cohesion to promote

group-wide safety excellence.

The HSQE structure enhances consistency,

improves knowledge transfer between shore and

sea, and ensures that safety and quality

considerations are embedded early in both

operational and innovative developments.

Together with external partners, CMB.TECH

collaborates proactively to identify risks, share

learnings and drive continuous improvement across

all divisions.

Within CMB.TECH, several business units and

brands are certified to ISO 9001 (Quality

Management Systems), ISO 14001 (Environmental

Management Systems) and ISO 45001

(Occupational Health & Safety Management

Systems), reflecting a unified and forward-looking

commitment to quality, environmental stewardship

and workforce wellbeing.

Across our divisions— Bocimar, Euronav, Bochem,

Delphis and Windcat—we comply with the ISM

Code and MLC, while ISO 27001 (Information

Security Management) and ISO 50001 (Energy

Management Systems) are being progressively

rolled out across all divisions to further harmonise

safety, resilience and energy efficiency at Group

level.

In parallel, CMB.TECH maintains a strong focus on

rigorous internal audits and compliance with ISO

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CMB.TECH - Annual Report 2025

standards and regulatory frameworks specific to

hydrogen infrastructure. These insights are

increasingly aligned with our maritime HSQE

framework, ensuring a consistent and robust safety

culture across both established and emerging

business lines.

Through integration, collaboration and continuous

improvement, CMB.TECH’s HSQE management

system is designed to strengthen group safety

today while supporting safe, sustainable growth into

the future.

Preparing for emergencies

The maritime industry operates in an inherently

high-risk environment, with potential threats to life,

assets and the environment. While advances in

technology, vessel design and procedural controls

have significantly reduced these risks, emergencies

cannot be eliminated. Effective management of

such situations depends on a strong, well-

structured emergency preparedness and response

framework.

Following the acquisition of the Golden Ocean fleet,

CMB.TECH has undertaken a thorough and critical

review of its existing emergency preparedness

framework to ensure alignment across an expanded

and more diverse operational footprint.

To ensure a consistent and coordinated response

across the group, regular tabletop and simulation

exercises are conducted involving vessel crews,

shore-based teams, class societies, flag

administrations and relevant third-party

stakeholders. These exercises test decision-

making, communication and escalation processes

under realistic conditions. Structured post-exercise

evaluations and the systematic capture of lessons

learned are used to continuously refine emergency

manuals, training programmes and response

strategies.

Raising safety standards

At CMB.TECH, raising safety standards is an

ongoing and deliberate pursuit, embedded in our

culture and integral to how we operate and grow.

Moving beyond regulatory compliance, we focus on

anticipation, prevention and continuous

improvement. Our approach is structured around

three interconnected pillars:

1. Proactive safety enhancements:

The Asset Quality Assurance Programme has been

rolled out to establish a structured, transparent, and

consistent approach to the collection of inspection

data and condition-monitoring data across the

oceangoing assets. By leveraging this data through

advanced analytics, we are moving decisively

toward a data-driven model that enables predictive

insights and prescriptive solutions. This approach

allows us to anticipate asset degradation, prioritise

interventions before failures occur, and make

informed decisions that enhance safety, reliability,

and lifecycle performance. Ultimately, the

programme strengthens asset integrity while

supporting our ambition to embed foresight,

resilience and continuous improvement at the heart

of our operations.

Our HSQE teams work in close partnership with

managers across the group, fostering strong

engagement and open dialogue to continuously

raise standards. Through the systematic sharing of

lessons learned, best practices and operational

insights—from both successes and incidents—we

strengthen collective understanding and drive

consistent improvement. This collaborative

approach ensures that knowledge gained in one

area is effectively transferred across divisions.

CMB.TECH fosters an open, transparent and

respectful culture in which every individual is

encouraged to speak up. Open communication is

viewed as a cornerstone of continuous

improvement, enabling early identification of risks,

concerns and opportunities for enhancement.

Employees, whether onboard or ashore, are

empowered to report safety concerns, near misses,

incidents and workplace grievances without fear of

retaliation or adverse consequence. A robust

whistleblowing framework, supported by a

structured grievance and complaints handling

process, ensures that all reports are treated with

strict confidentiality, impartiality and due diligence.

Clear escalation pathways, defined timelines and

independent oversight reinforce trust in the process

and ensure concerns are addressed fairly and

consistently. By promoting a strong speak-up

culture, a clear and consistent message on raising

safety standards is actively promulgated through

leadership-led seminars, crew engagements, and

routine onboard and shore-based briefings. These

interactions reinforce expectations, promote shared

accountability and ensure that safety remains at the

forefront of daily operations.

– CMB.TECH has further strengthened and

expanded its commitment to safety by actively

engaging with Rio Tinto’s Drive for Operational

Excellence and Safety (DOOS) programme and

the Together in Safety Coalition. This

engagement reflects our ambition to go beyond

internal compliance and contribute to raising

safety standards across the wider industry.

– Onboard visits by CMB.TECH provide an

opportunity for direct engagement, open

dialogue and real-time assessment of

operational practices, enabling us to identify

potential risks, share best practices and support

our crew in maintaining the highest safety

standards. By being present alongside our

teams, we strengthen trust, accountability and a

culture where safety and wellbeing are truly

lived values.

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CMB.TECH - Annual Report 2025

– CMB.TECH embraces innovation as a core

enabler of safety. We actively explore and

implement the latest technologies and advanced

solutions to enhance operational safety, improve

monitoring and predictive capabilities, and

reduce risks across our fleet and infrastructure.

By combining cutting-edge tools with our strong

HSQE framework, we ensure that innovation

translates into tangible safety improvements,

operational resilience and industry-leading

performance.

2. Incident investigation

Every incident, irrespective of severity, is regarded

as an opportunity to strengthen our systems and

prevent recurrence. Investigations are conducted

using structured and recognised methodologies,

including the Loss Causation Model, Bow-Tie Model

etc. enabling analysis beyond immediate events to

identify underlying and systemic factors.

Reviews are led by trained and competent

personnel from both shipboard and shore-based

teams, ensuring consistency, objectivity and

thorough oversight. Findings are translated into

targeted corrective and preventive actions that

address root causes, reinforce operational controls

and enhance the overall resilience of our safety

management systems.

3. Sharing experience

CMB.TECH conducts quarterly HSQE community

meetings to foster cross-divisional collaboration and

continuous learning. These meetings provide a

structured platform to share safety alerts, lessons

learned, and emerging best practices, ensuring that

knowledge is disseminated across the organisation

by promoting open dialogue and collective

problem-solving.

During these meetings, existing policies are

systematically reviewed, and new policies and

procedures are carefully developed and rolled out,

ensuring that our HSQE framework evolves in line with

operational experience, regulatory expectations and

industry-leading practices. This continuous cycle of

collaboration, learning and policy enhancement

strengthens organisational resilience and reinforces a

proactive safety culture across the group.

4. Internal and external

communication for safety and

operational excellence

CMB.TECH leverages multiple communication

channels to ensure alignment, awareness, and

continuous learning across the organisation.

Internally, the company’s platform “ABOARD” serves

as a central hub for disseminating information to

shore personnel. For the ocean-going fleet,

communication initiatives include:

– Quarterly publications to inform stakeholders of

key developments.

– Targeted safety communications to reinforce

company priorities, operational focus areas, and

emerging safety trends.

– Crew seminars focus on real-world incidents

and case studies, facilitating leadership

engagement, discussion of actionable strategies

and practical learning.

– Externally, CMB.TECH actively participates in

industry forums such as the Workboat

Association, INTERTANKO and INTERCARGO,

enabling benchmarking, sharing insights, and

adoption of emerging best practices to

continually enhance safety and operational

performance.

– Through direct and indirect engagement with

Together In Safety (TIS) and its partners,

CMB.TECH leverages a broader platform to reach

our most valuable assets—our employees. This

engagement ensures clear, consistent guidance on

safety expectations, reinforces our safety culture,

and provides practical tools and insights that

empower our teams to act confidently and

responsibly in their daily operations. By connecting

with TIS, we extend learning, best practices and

safety awareness across the organisation,

strengthening both individual accountability and

collective safety performance.

Safety accomplishments

Leadership and safety culture

initiatives

– Safety connect sessions with senior management

were conducted by our managers

– Crew seminars focused on safety culture

– Human element leadership workshops were

conducted,

– A crew-led group safety inspection program was

implemented across the fleet, with focused

critical equipment inspections.

– A quarterly “Safety Winner” initiative recognises

crew that identify hazards and implement

preventive measures, reinforcing positive safety

behaviours.

– Safety KPIs, including LTI/TRC, are continuously

monitored with improvement plans implemented

– Safety campaigns based on trends from internal

audits and external inspections (PSC, SIRE, CDI,

RightShip), focusing on systemic improvement

and onboard implementation.

– A structured approach to disseminating safety

information, regulatory updates, and operational

learnings across the fleet to promote awareness,

compliance, and continuous improvement.

102

CMB.TECH - Annual Report 2025

Fatality Prevention Program

The Fleetwide Fatality Prevention Program (FPP)

has been fully implemented across vessels, with

audit reviews and consistent application of critical

controls emphasised

High-consequence risks are addressed through

targeted FPP initiatives.

CMB.TECH – Safety & Crew

Conference & Visits onboard

Crew conferences (ratings & officers owners’ visits &

safety interaction conferences have been conducted in

Athens (28–29 April 2025 – Ratings), Mumbai

(February 2025), Antwerp (12 June 2025 – Senior

Crew & Staff), and Chisinau, Moldova (10–11 December

2025 – Officers & Staff).

Structured management ship visits promote open

safety dialogue, verification of critical controls, and

reinforcement of onboard leadership commitment.

Lessons from Incidents (LFI) - Sharing

& Discussion

A fleetwide LFI framework is applied to all incidents,

with lessons shared and tracked through

compliance systems.

External learnings from CMB.TECH and other industry

sources are circulated for proactive risk mitigation.

Engagement with External Bodies

INTERTANKO, full participation in industry forums, safety

committees, and working groups ensures alignment with

best practices and regulatory developments.

Rio Tinto DOOS program and alignment with DBMS

framework.

Workplace Safety Management

Cultural evolution: Improved reporting willingness

and psychological safety.

Learning from change: Post‑incident and

post‑change reviews feeding back into training

needs.

We continue to foster a proactive safety mindset

and a culture of continuous quality improvement

among our people, both ashore and on board.

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CMB.TECH - Annual Report 2025

Our safety performance

CMB.TECH tracks safety performance through clear metrics. Below is an overview of key safety indicators across divisions:

Table 11: Group safety data


KPIS	2023			2024			2025
	Ocean-going	Offshore	Windcat	Ocean-going	Offshore	Windcat	Ocean-going	Offshore	Windcat
Fatal incidents	0	0	0	0	0	0	0	0	0
Lost Time Injuries (LTI)	4	0	0	3	0	2	5	0	2
LTI Frequency rate	0.29	0	0	0.34	0	3.15	0.31	0	3.15
Total Recordable Cases (TRC)	5	0	0	4	0	2	8	0	2
TRC Frequency rate	0.36	0	0	0.45	0	3.15	0.49	0	3.15
Manhours	13.681.918	1.679.856	658.177	8,787,120	1,301,256	634,130	16,228,617	1,301,256	634,130

Fatal incident: a work-related incident with fatal

outcome.

Lost Time Injuries (LTI): These are work-related

injuries which result in an individual being unable to

carry out any of his duties or to return to work on a

scheduled work shift on the day following the injury,

including fatalities.

LTI Frequency (LTIF) rate: This is the number of

Lost Time Injuries per million exposure (man-hours)

hours.

Total Recordable Cases (TRC): This is the sum of LTI

+ less severe injuries which results in an individual

being unable to perform a normally assigned work

function during a scheduled work shift and thus being

given a less than normal assigned work function on the

day following the injury, and/ or require only minor

medical attendance.

TRC Frequency (TRCF) rate: This is the number of

Total Recordable Cases per million exposure (man-

hours) hours.

Exposure hours (man-hours): Number of persons

on board x days being on board x 24.

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CMB.TECH - Annual Report 2025

Security

Cybersecurity and data protection

CMB.TECH gives high priority to cybersecurity.

Throughout the year, this heightened awareness

within CMB.TECH has been instrumental in

identifying and addressing critical cybersecurity

challenges both onshore and offshore.

The evolving threat landscape, the broadening

attack surface, and the ongoing commitment to

transparency necessitate active collaboration with

our strategic partners. Together, we are dedicated

to securing and fortifying a reliable information

security data platform that prioritises data security.

This commitment aligns seamlessly with our

enhanced cybersecurity and data protection policy,

inclusive of comprehensive mitigation measures

and a meticulously formulated incident response

plan. We conduct regular risk assessments for both

Operational Technology (OT) and Information

Technology (IT) systems, implementing correspond-

ing mitigating actions.

CMB.TECH places a strong emphasis on the

continuous training of shore-based personnel, crew,

and contractors in cybersecurity protocols. Regular

updates ensure that our team remains well-versed in

the latest developments. Additionally, cybersecurity

awareness training sessions and exercises are

conducted for both onshore and onboard personnel.

Our fleet endeavours to be at the forefront of adopting

secure technologies. Collaborating closely with service

and product vendors is pivotal in validating real-world,

standards-based cybersecurity capabilities that

effectively address business needs onboard. Our goal

is to introduce advanced cybersecurity measures and

secure infrastructure that not only inspire technological

innovation but also foster the growth of our fleet.

We achieve this through:

Practical cybersecurity:

– Implementation of standards-based, cost-

effective, repeatable and scalable cybersecurity

solutions to secure data and digital

infrastructure.

Cyber compliance:

– Employing methods and tools to ensure

compliance with cybersecurity best practices

and regulatory frameworks.

Vulnerability scans:

– To enhance our cybersecurity posture, we have

also incorporated yearly vulnerability scans into

our cybersecurity strategy.

– These scans play a pivotal role in identifying and

addressing potential weaknesses, contributing to

the overall resilience of our systems and data

protection measures.

– This proactive approach ensures that our

cybersecurity initiatives remain adaptive and

responsive to the evolving threat landscape.

Centralised management and

monitoring:

– Implementing a Remote Management and

Monitoring platform to gain a comprehensive

overview of the fleet.

– Providing secure, monitored and recorded

remote access to all IT infrastructure, including

vessel assets, all user endpoint devices and

other active network components.

Advanced antivirus and Endpoint

Detection and Response (EDR):

– Deploying an EDR solution for continuous

monitoring and response to advanced threats on

all endpoints.

– Establishing a centralised dashboards for on-

shore and offshore visibility into endpoint

security status and alerts.

CMB.TECH remains steadfast in its commitment to

fortifying its cybersecurity posture, embracing

technological advancements, and fostering a secure

environment for its maritime and land based

operations.

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Our governance

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Our governance

Approach

Code of Business Conduct and Ethics

CMB.TECH has adopted and applies a Code of

Business Conduct and Ethics. The purpose of the

Code of Business Conduct and Ethics is to help all

employees to enhance and protect the good

reputation of CMB.TECH. The Code of Business

Conduct and Ethics articulates the policies and

guidelines that highlight the values of CMB.TECH,

more particularly in its relation to customers,

suppliers, shareholders and other stakeholders, as

well as society in general.

The full text of the Code of Business Conduct and

Ethics can be consulted on the Company’s website

www.cmb.tech, under the section Corporate

Governance.

The Code of Business Conduct and Ethics (the

‘Code’) has been adopted by the Supervisory Board

(the ‘Board’) of CMB.TECH NV (together with its

subsidiaries, the ‘company’) for all of the company’s

employees, directors and officers (‘Relevant

Persons’).

The guidelines for the conduct of individuals in the

Code applies to relationships with colleagues,

customers, suppliers and government agencies with

equal importance. CMB.TECH should present itself

as a professional and responsible organisation and

the Code sets out a set of basic principles to guide

Relevant People regarding the minimum

requirements expected of them.

Third party risk policy and anti-

corruption policy

CMB.TECH is committed to conducting all of its

business operations around the world in an honest,

fair, transparent and ethical manner. The Anti-

Corruption Policy is applicable to employees and

persons who act on behalf of CMB.TECH.

CMB.TECH is a member of the Maritime Anti-

Corruption Network (MACN).

In general, any third parties who intend to trade with

CMB.TECH are subject to detailed scrutiny by the

Internal Control department. This also considers the

appropriateness of the business relationship in view

of the Company’s Anti-Corruption Policy, in addition

to the Third Party Risk Policy. Any concerns in

relation to the Anti-Corruption Policy may be raised

through the Company’s Whistleblower Hotline

Platform via https://cmbtech.speakup.report/en-

GB/cmbtech/home.

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Transparency and

accountability

Capital markets are subject to existing structures

and controls. These provide robust and sustainable

frameworks to reassure investors that executive

management teams and boards conduct

themselves and execute strategy correctly and in a

measurable way. Several agencies play a role when

a company is listed as a publicly traded company.

Stock exchanges require high standards of

accounting discipline and regulatory compliance.

Investors will also demand a consistent application

of best practice in terms of presentation and detail

of financial performance.

We participate on an annual basis in a number of

initiatives which help us maintain a continuous

dialogue with several stakeholders. Some of these

initiatives require us to fill detailed standardised

questionnaires covering a range of topics, to

respond to follow-up questions and to carry out

interviews with several of our people. As such, they

ensure a broad exposure of our practices and help

us benchmark and improve over time, by comparing

us to other companies but also to these

stakeholders’ expectations, which tend to increase

overtime. The annual results for each of these

initiatives are discussed internally and are a useful

starting point for remediation and action plans.

Some other initiatives require us to adhere to a set

of standards and norms, as well as to actively

promote certain best practices internally.

The list of initiatives to which we participate is as

follows, and most are discussed elsewhere in this

report: PP, GtZ, MACN.

Analyst reports on our company are regularly

written based on our earnings releases and other

public announcements. Our publicly released

information is also reviewed on an annual basis by

our auditors.

CMB.TECH, along with other responsible ship

operators, has an obligation and duty to defend and

promote our business model and wider corporate

reputation. We believe that by signing up to

initiatives such as the Poseidon Principles, the

Global Maritime Forum and the Getting to Zero

Coalition, the company is contributing actively and

positively to improving shipping and crude tanker

shipping’s reputation by engaging with a diverse

base of stakeholders.

GUBERNA

As CMB.TECH strongly believes in the merits of

corporate governance principles and is keen on

further developing its corporate governance

structure, CMB.TECH joined GUBERNA as

institutional member at the end of 2006. GUBERNA

(www.guberna.be) is a knowledge centre promoting

corporate governance in all its forms and offers a

platform for the exchange of experiences,

knowledge and best practices.

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Internal Control & Risk Management

Management develops and implements internal control

to oversee the company's activities, efficiency and

resource utilisation in a way suited to its objectives,

size and complexity.

Structured, consistent and continuous risk

management identifies, assesses, decides on solutions

to and reports on opportunities and risks that may

affect the company's goals.

The Supervisory Board approved a Risk Manage-

ment Charter to support the company's risk

management culture. Clear roles and risk manage-

ment procedures have been created.

Each risk has a risk owner in the register. Every quarter,

risk owners certify their risks. The Risk Officer, who

oversees the risk management system, reports this

quarterly certification to the Audit and Risk Committee.

CMB.TECH has a system of internal control over

financial reporting, including rules and procedures to

appropriately reflect asset transactions and

disposals. The goal is to provide reasonable

assurance that transactions are recorded in

accordance with generally accepted accounting

principles and that unauthorised acquisition or use or

disposition of the company’s assets are detected

promptly. Internal audits assess compliance annually.

The outcome is reported to the corporate finance

function and to the Audit and Risk Committee. Our

cybersecurity risk management and strategy and

governance is discussed in the Security section on

page 104 onwards.

CMB.TECH has established an internal audit

function for the purpose of reviewing and analysing

strategic, operational, financial and IT risks, to

conduct specific assignments in accordance with

the annual internal audit plan and to conduct

investigations as needed and to report and discuss

the findings with the Audit and Risk Committee.

Internal Audit’s scope covers both operational

activities and internal control over financial

reporting. The Internal Audit Department is

supported by dedicated resources, including

contributions from other departments, and by

external service providers where specific expertise

is not available internally. The Head of Internal Audit

reports to both the CEO and the Audit and Risk

Committee.

CMB.TECH has appointed BDO as its external

auditor to verify its financial results and compliance

with Belgian legislation. The external auditor issues

a report at least twice a year, which it presents to

the Audit and Risk Committee. The Audit and Risk

Committee has regular interactions with BDO,

including closed sessions without management

present. The external auditor is also invited to attend

the AGM to present its report.

Hedging policy

CMB.TECH may hedge part of its exposure to cover

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. The group does not hold or trade

derivatives for speculative purposes. CMB.TECH

uses derivative financial instruments such as foreign

exchange forward contracts, interest rate swaps,

purchase of CAP options, sale of FLOOR options,

currency swaps and other derivative instruments

solely to manage its exposure to interest rates and

foreign currency exchange rates and to achieve an

appropriate mix of fixed and floating rate exposure

as defined by the group.

Risk factors

Summary

Below is a summary of the principal risks facing our

business and that may adversely affect our results

of operations and our financial condition.

Risks Related to Our Business

– potential disruption of shipping operations due to

market cycles, geopolitical conflicts, environmental

factors and regulatory changes may adversely

affect our earnings and available cash flow;

– political developments in the U.S. could directly

impact the shipping industry and our business;

– we derive a substantial portion of our revenue

from a limited number of customers and the loss

of anyone of these customers could result in a

significant loss of revenues and cash flow;

– to a large extent, we depend on spot charterers,

and any decreases in spot charter rates in the

future may adversely affect our earnings and

ability to pay dividends, if any;

– we continuously evaluate potential transactions

that we believe will be accretive to earnings,

enhance shareholder value or are in our best

interests, and such activities could have a

material adverse effect on our business;

– our business is affected by macroeconomic

conditions, including inflation, interest rates,

market volatility, economic uncertainty and

supply chain constraints;

– general market conditions, including the market for

fuel oil and hydrogen and ammonia engine and fuel

technology, and, specifically for our vessels:, the

fluctuations in charter rates and vessel values;

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– our ability to generate cash to meet our debt

service and other obligations;

– our dependence on key personnel and the

availability of skilled workers, including seafarers

and the related labor costs;

– any failure to protect our information systems

against security breaches or the failure or

unavailability of these systems for a significant

period of time, for reasons such as a cyber-attack

which may disrupt our business operations;

– we are subject to certain risks with respect to

our counterparties and failure of our

counterparties to meet their obligations could

cause us to suffer losses or negatively impact

our results of operations and cash flows;

– general domestic and international geopolitical

conditions including trade tensions between

China and the United States, between the

European Union & the United States and Russia,

the numerous attacks on vessels in the Red Sea,

trade wars and disagreements between oil

producing countries, including illicit oil trades;

– a shift in consumer demand from oil towards

other energy sources may have a material effect

on our business;

– international sanctions, embargoes, import and

export restrictions, nationalisations, piracy,

terrorist attacks and armed conflicts, including

those taken in connection with the recent

conflicts between Russia and Ukraine, and

Israel, the U.S. and Iran;

– any non-compliance with the U.S. Foreign

Corrupt Practices Act of 1977 or the FCPA, or

other applicable regulations relating to bribery;

– potential disruption of shipping routes due to

war including the developments in the Red Sea,

Iran & the Strait of Hormuz, accidents,

environmental factors, political events, public

health threats, international hostilities including

the ongoing developments in the Ukraine, Gaza

and Syria, acts by terrorists or acts of piracy on

ocean-going vessels; and

– failure of counterparties to fully perform their

contracts with us.

Risks Related to Legal and Regulatory Matters

– we are subject to complex laws and regulations,

including environmental laws and regulations

that can increase our costs and liability exposure

and adversely affect our business, results of

operations and financial condition; and

– changes in laws, treaties or regulations,

including but not limited to any new environ-

mental regulations and restrictions, whether at a

global level stipulated by the IMO, and/or

imposed by regional or national authorities such

as the European Union, or EU, or individual

countries.

– we are subject to litigation risks in connection

with our takeover of and merger with Golden

Ocean Group Limited (“GOGL”).

Risks Related to Tax Matters

– treatment of the company as a passive foreign

investment company, or PFIC, by U.S. tax

authorities; and

– changes in tax regulations from other countries

we are involved with due to our global trade may

affect our business and future operations.

Risks Related to Investment in our Ordinary

– the price of our ordinary shares has fluctuated in

the past, has been volatile and may be volatile in

the future, and future sales of our ordinary

shares could cause the market price of our

ordinary shares to decline, and as a result,

investors in our ordinary shares could incur

substantial losses;

– our incorporation under the laws of Belgium and

the different rights to relief that may be available

compared to other countries, including the

United States; and

– the inability of our Supervisory Board to declare

or pay dividends, if any.

Investing in our securities involves risk. We expect

to be exposed to some or all of the risks described

below in our future operations. Risks to us include,

but are not limited to, the risk factors described

below. Any of the risk factors described below

could affect our business operations and have a

material adverse effect on our business activities,

financial condition, results of operations and

prospects, capacity to distribute dividends and

cause the value of our shares to decline. Moreover,

if and to the extent that any of the risks described

below materialise, they may occur in combination

with other risks which would compound the adverse

effect of such risks on our business activities,

financial condition, results of operations and

prospects. Investors in our securities could lose all

or part of their investment. It is advised to carefully

consider the following information in conjunction

with the other information contained or incorporated

by reference in this document. The sequence in

which the risk factors are presented below is not

indicative of their likelihood of occurrence or of the

potential magnitude of their financial consequence.

Risks related to our business

Potential disruption of shipping operations due to

market cycles, geopolitical conflicts, environmental

factors and regulatory changes may adversely

affect our earnings and available cash flow.

The shipping industry is cyclical and volatile, leading

to fluctuations in charter rates, vessel values,

earnings and available cash flow across different

shipping segments. The industry is subject to both

short- and long-term market disruptions, which may

materially impact our profitability, liquidity and

operational planning.

Across crude oil tankers, chemical tankers, dry bulk

carriers, container vessels, offshore energy vessels

(including CSOVs and CTVs) and port vessels,

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market conditions continue to be driven by changing

supply and demand dynamics, shifts in global trade

flows and broader macroeconomic factors. We

therefore expect continued variability in charter rates

across vessel classes, which may impact our short-

and medium-term cash flows.

Fluctuations in charter rates and vessel values are

influenced by factors beyond our control, including

changes in supply and demand for shipping

capacity, shipbuilding and recycling activity,

financing conditions, fuel prices and regulatory

developments. The carrying values of our vessels

may not reflect current fair market values, as

second-hand prices can change rapidly with market

cycles, replacement costs and compliance require-

ments.

We evaluate the carrying amounts of our vessels to

determine whether events or changes in circum-

stances indicate that an impairment review is required.

The assessment of impairment requires us to project

future cash flows, considering vessel values, freight

rates, discount rates, residual values and asset lifespan

estimates. Many of these factors are historically volatile

and adverse market conditions could lead to

impairment losses, impacting our financial perfor-

mance. In addition, if a vessel is sold below book value,

we could incur financial losses that may negatively

affect our results.

In general, the factors affecting supply and demand

in the shipping industry and the nature, timing and

degree of changes in industry conditions are

unpredictable and outside our control. A worsening

of global economic conditions could cause charter

rates to decline, affecting our ability to secure

profitable employment for our vessels. Any renewal

or replacement charters may not be sufficient to

ensure financial stability.

The main factors that influence demand for

shipping capacity include:

– Global energy demand and commodity trade,

including the demand for alternative energy

resources, affecting the need for crude oil

tankers, chemical tankers and bulk carriers.

– Containerised trade flows, driven by industrial

production, e-commerce growth and port con-

gestion levels.

– Expansion of offshore wind and oil and gas

projects, influencing the demand for CSOVs and

CTVs in renewable offshore energy sectors and

oil & gas projects.

– The supply and demand for seaborne trans-

portation of oil, petroleum products, dry bulk

commodities and manufactured goods and com-

petition from other shipping companies and other

modes of transportation.

– Shifts in energy consumption due to the

availability of alternative fuels or changes in the

relative cost of oil, gas, hydrogen and

renewables.

– Availability of financing and changes in interest

rates.

– National policies regarding strategic reserves.

– Geopolitical conflicts and security threats,

including the wars in Ukraine and Gaza, the

recent military escalation involving Iran, Israel

and the United States, disruptions and security

incidents affecting shipping in and around the

Arabian Gulf and Strait of Hormuz, vessel attacks

in the Red Sea and Bab el-Mandeb Strait, piracy

in the Gulf of Guinea and East Africa and rising

tensions in the South China Sea.

– Sanctions, embargoes and trade restrictions, the

imposition of tariffs and fees, including

measures against Russia, Iran and Venezuela

impacting crude oil and refined product

transport.

– Global and regional economic developments,

including recession risks, inflationary pressures

and disruptions in global shipping corridors.

– Currency exchange fluctuations, particularly

USD volatility, impacting trade balances and

bunker fuel prices.

– Changes in seaborne trade patterns, including

shifts in commodity sourcing and supply chain

realignments following geopolitical disputes and

trade wars.

– Evolving regulatory requirements, such as the

IMO’s evolving GHG measures (including

development of the IMO “net-zero” framework),

EU carbon pricing (EU ETS for shipping), FuelEU

Maritime and ballast water management

requirements.

– Environmental and sustainability initiatives,

including the global push toward green shipping

corridors, alternative fuel adoption and stricter

emission standards.

– Cybersecurity threats and digitalisation risks,

including potential cyberattacks on vessel

navigation and cargo tracking systems.

The factors that influence the supply of shipping

capacity include:

– The number of newbuild vessel orders, con-

strained by shipyard capacity, financing

availability and regulatory uncertainty.

– The number of newbuild vessel deliveries.

– The number of vessel casualties.

– Any potential delays in the delivery of

newbuilding vessels and/or cancellations of

newbuilding orders.

– Availability of financing and interest rates on

financing for new vessels and shipping activity.

– The number of vessels under sanctions and

hence not able to trade on the mainstream

market.

– Developments in international trade, including

refinery additions and closures.

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– Recycling and scrapping rates, influenced by

vessel age, emission compliance costs and

second-hand market liquidity.

– Oil and commodity market imbalances, affecting

tanker and bulk carrier charter demand.

– The conversion of tankers and bulk carriers to

alternative uses, such as floating storage or

floating production storage and offloading

("FPSO") retrofitting.

– Business disruptions caused by supply chain

bottlenecks, including shipyard delays, com-

ponent shortages and port congestion.

– The number of vessels laid up, dry-docked or

repurposed for non-transport activities (e.g.,

storage or offshore supply duties).

– Decarbonisation uncertainty and regulatory

uncertainty and timing, as shipowners hesitate to

order new tonnage amid evolving IMO and EU

emissions policies.

We anticipate that future demand for our fleet will

depend on:

– Global economic growth rates and industrial

production trends.

– Seasonal and regional fluctuations in demand,

including winter fuel consumption spikes and

summer dry bulk trade flows.

– Fleet expansion strategies across global

shipping segments.

– Evolving energy policies and decarbonisation

regulation, shaping demand for conventional

fuel transport and offshore wind support

vessels.

Given the current backlog of new ship orders,

concentrated in certain segments, the global fleet

capacity is expected to grow, creating potential

overcapacity concerns in certain vessel segments.

Additionally, macroeconomic uncertainty, volatile

interest rates and geopolitical disruptions could

dampen trade demand across multiple shipping

sectors.

The ongoing conflicts in Ukraine and Gaza,

combined with inflationary pressures and supply-

chain fragility, have created additional risks in

certain regions where we operate. In addition, the

recent military escalation involving Iran, Israel and

the United States has materially increased risks in

the Arabian Gulf and around the Strait of Hormuz.

These developments have contributed to traffic

disruption, vessel delays, higher war-risk premiums,

increased insurance and security costs, tighter

underwriting conditions and greater uncertainty

regarding the availability of safe passage for

commercial shipping. Commercial shipping in the

area has faced delays, damage risk and, at times,

effective traffic interruption, while war-risk

premiums have risen sharply and some insurers

have tightened or reconsidered coverage. Any

continuation or further escalation could delay

voyages, require rerouting or waiting time, increase

crew-safety concerns and repatriation costs, disrupt

global oil and LNG flows and materially raise

insurance, security and operating costs, adversely

affecting freight markets, fleet utilisation, liquidity

and cash flows. Continued sanctions on Russia,

restrictions on maritime oil trade and attacks on

commercial vessels in the Red Sea and Bab el-

Mandeb Strait have further disrupted energy

markets and trade routes, impacting tanker, dry bulk

and container shipping patterns.

In addition, U.S. and European authorities have

increased enforcement actions aimed at “shadow/

dark fleet” activity, including the designation of

additional vessels and measures restricting port

access and maritime services, as well as actions

against enablers in the value chain. These

developments may reshape global trade flows,

increasing ton-mile demand for certain shipping

sectors while increasing compliance, screening and

documentation requirements and the risk of delays,

detentions, penalties or higher insurance and

financing costs.

Furthermore, fluctuations in oil and natural gas

prices have created uncertainty in tanker and bulk

carrier demand. Periods of low oil prices discourage

new exploration and production investments,

reducing demand for crude transport.

Conversely, high oil prices can suppress

consumption, impacting refined product tanker

utilisation. As the number of jurisdictions

imposing sanctions upon Russia grows and/or the

nature of sanctions being imposed evolves, the

charter rates we are able to obtain could weaken.

Market downturns and demand shocks can create

excess shipping capacity, intensifying competition

across vessel classes and forcing older, less

efficient vessels into lay-up or retirement. Given the

volatile nature of global trade, we cannot predict

future market conditions with certainty. However,

continued geopolitical instability, economic shifts

and regulatory changes could materially affect our fleet

deployment strategies and financial performance.

Political developments in the U.S. and the policies of

the current U.S. presidential administration could

directly impact the shipping industry and us.

The current presidential administration introduced

significant shifts in trade policy, energy markets and

geopolitical stability, all of which could directly

impact the shipping industry. These policy risks

include but are not limited to:

– Trade policy and tariffs: following a U.S.

Supreme Court decision in February 2026

limiting the use of emergency powers (the

International Emergency Economic Powers Act,

or IEEPA) to impose broad tariffs, the U.S.

administration has indicated it may rely on

alternative statutory authorities and has announced

and, in certain instances,implemented temporary

across-the-board tariff measures. For example, the

U.S. administration imposed a temporary import

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CMB.TECH - Annual Report 2025

duty of 10 percent, subject to limited exceptions,

pursuant to Section 122 of the Trade Act of 1974

and effective as of February 24, 2026, which

remains subject to legal challenge. In addition,

on March 11 and March 12, 2026 the United

States Trade Representative commenced new

Section 301 investigations concerning (i)

structural excess capacity and production in

certain manufacturing sectors against China, the

European Union (EU), Singapore, Switzerland,

Norway, Indonesia, Malaysia, Cambodia,

Thailand, Korea, Vietnam, Taiwan, Bangladesh,

Mexico, Japan, and India; and (ii) against 60

countries related to the failure to impose and

effectively enforce a prohibition on the

importation of goods produced with forced

labor. These investigations also may result in the

imposition of additional tariffs or other

restrictions on commerce. These developments

increase uncertainty regarding the level, scope,

duration and legal durability of U.S. tariffs, which

could reduce tanker and container shipping

demand, shift supply chains and disrupt

traditional trade flows.

– Energy independence policies: the Trump

administration has prioritised U.S. energy

independence and has taken actions aimed at

increasing U.S. domestic oil and gas production

and expanding LNG export capacity. This could

reduce the demand for imported crude oil and

impact tanker utilisation rates. Conversely, an

increase in U.S. LNG exports to Europe and Asia

could boost demand for gas carriers and other

trade flows.

– Shifts in foreign policy: foreign policy shifts

affecting NATO commitments and relations with

China and Middle East tensions, may increase

volatility in global trade and energy markets and

reduce demand for crude, containerised goods

and dry bulk commodities.

– The U.S. administration has pursued significant

deregulatory actions in environmental policy,

which could affect the pace and direction of

decarbonisation policies and investment signals

relevant to emissions reduction and alternative

fuel technologies.

Such shifts may impact seaborne trade patterns,

commodity pricing and fuel costs, which in turn will

influence charter rates, vessel deployment

strategies and shipping route optimisation.

As a diversified maritime group, we remain exposed

to a broad spectrum of economic, political,

regulatory and environmental risks affecting global

maritime trade. While we actively manage fleet

diversification and market adaptation, external

disruptions - including military conflicts, energy

transition policies and global trade shifts - could

significantly impact our operational performance,

revenue generation and long-term financial stability

and in turn our share price.

Conducting business in Venezuela may subject

us to legal, regulatory, political and other risks

that could have an adverse effect on our

operations and financial results.

Conducting business in Venezuela may subject us

to legal, regulatory, political, currency, security, and/

or [nationalisation of assets and] economic risks.

Venezuela is extremely well endowed with natural

resources [such as petroleum, natural gas, iron ore,

gold, bauxite, diamonds and other minerals,] and its

economy is heavily dependent on export of natural

resources to key trading partners. According to the

Organization of Petroleum Exporting Countries, or

OPEC, 2025 Annual Statistical Bulletin (60th edition),

Venezuela had the world’s largest proven crude oil

reserves in 2024. Political, economic, and

geopolitical developments in Venezuela could alter

crude oil supply, trade flows, and shipping routes,

generating volatility in prices, port disruptions,

logistics costs, and insurance costs, among other

effects. Following the arrest and extradition of

Venezuela's former President Nicolás Maduro in

January of 2026, the Trump Administration has

indicated a likely shift in U.S. sanctions policy

concerning the sale and transportation of

Venezuelan oil, and the U.S. Department of the

Treasury’s Office of Foreign Assets Control, or

OFAC, has subsequently issued general licenses

authorising certain activities and transactions

involving Venezuelan-origin oil and the sale of U.S.-

origin diluents to Venezuela. Notwithstanding these

recent measures, it remains unknown to what extent

Venezuelan sanctions will be retained, expanded or

otherwise modified by the U.S., or the effect that

any such actions or any actions taken by other

countries in response will have on us or our

industry, but such measures along with continuing

political uncertainty could have an adverse effect on

our business, financial conditions, and results of

operations.

We derive a substantial portion of our revenue

from a limited number of customers and the loss

of any of these customers could result in a

significant loss of revenues and cash flow.

We currently derive a substantial portion of our

revenue from a limited number of customers. For

the year ended December 31, 2025, FMG

International Ltd accounted for 10.22% our total

revenues in our marine segment. No other customer

accounted for more than 5% of our revenues as of

such date. All of our charter agreements have fixed

terms, but may be terminated early due to certain

events, such as a charterer’s failure to make charter

payments to us because of financial inability,

disagreements with us or otherwise.

In addition, a charterer may exercise its right to

terminate the charter if, among other things:

– The vessel suffers a total loss or is damaged

beyond repair;

– We default on our obligations under the charter,

including prolonged periods of vessel off-hire;

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– War, sanctions or hostilities significantly disrupt

the free trade of the vessel;

– The vessel is requisitioned by any governmental

authority; or

– A prolonged force majeure event occurs, such

as war, piracy, terrorism, a public health event or

political unrest, which prevents the chartering of

the vessel, in each case in accordance with the

terms and conditions of the respective charter.

In addition, the charter payments we receive may

be reduced if the vessel does not perform

according to certain contractual specifications, such

as if average vessel speed falls below the speed we

have guaranteed or if the amount of fuel consumed

to power the vessel exceeds the guaranteed

amount. In addition, certain service contracts

(including FSO- and CSOV-related contracts)

include or could include performance and

availability-based remuneration and may allow for

reductions, suspensions or termination in specific

circumstances (including prolonged downtime,

force majeure or extended maintenance). While

some contracts include escalation mechanisms,

these may not fully offset actual cost increases.

If any of our charters are terminated, we may be

unable to re-deploy the related vessel on terms as

favourable to us as our current charters, or at all.

We are exposed to changes in the spot market rates

associated with the deployment of our vessels. If

we are unable to re-deploy a vessel for which the

charter has been terminated, we will not receive any

revenues from that vessel and we may be required

to pay ongoing expenses necessary to maintain the

vessel in proper operating condition. Any of these

factors may decrease our revenue and cash flows.

Further, the loss of any of our charterers, charters or

vessels, or a decline in charter hire under any of our

charters, could have a material adverse effect on our

business, results of operations, financial condition and

ability to pay dividends, if any, to our shareholders.

To a large extent, we depend on spot charterers

and any decreases in spot charter rates in the

future may adversely affect our earnings and

ability to pay dividends, if any.

As of December 31, 2025, 136 of our vessels were

employed in the spot market (19 Euronav, 102

Bocimar, 2 Bochem, 13 Windcat). Of these vessels,

8 of our Very Large Crude Carrier (“VLCC”) tankers

were employed in the Tankers International Pool

("TI Pool") and two of our stainless steel chemical

tankers were employed in the Stolt Tankers Joint

Service pool ("STJS Pool"). 48 of our vessels were

employed on long-term charters (8 Euronav, 2

Bocimar, 5 Bochem, 4 Delphis, 29 Windcat). We will

be exposed to prevailing charter rates in the

different sectors when these vessels’ existing

charters expire, and to the extent that the

counterparties to our fixed-rate charter contracts fail

to honour their obligations to us. We will also enter

into spot charters in the future. The spot charter

market may fluctuate significantly based upon

vessel and commodity supply and demand. The

successful operation of our vessels in the

competitive spot charter market depends on, among

other things, obtaining profitable spot charters and

minimising, to the extent possible, time spent

waiting for charters and time spent travelling in

ballast to pick up cargo. When the current charters

for our fleet expire or are terminated, it may not be

possible to re-charter these vessels at similar rates,

or at all, or to secure charters for any vessels we

agree to acquire at similarly profitable rates, or at all.

As a result, we may have to accept lower rates or

experience off-hire time for our vessels, which

would adversely impact our revenues, results of

operations and financial condition.

Recent consolidation activity in the VLCC segment,

including significant fleet acquisitions by market

participants, could increase concentration in parts of

the VLCC spot market and affect spot rate

formation, volatility and pool dynamics.

In general, the spot market is very volatile and there

have been and will be periods when spot charter rates

decline below the operating cost of vessels.

Furthermore, as charter rates for spot charters are

fixed for a single voyage which may last up to several

weeks, during periods in which spot charter rates are

rising, we will generally experience delays in realising

the benefits from such increases. If future spot charter

rates decline, we may be unable to operate our vessels

trading in the spot market profitably, meet our

obligations, including payments on indebtedness, or

pay dividends, if any, in the future.

We continuously evaluate potential transactions

that we believe will be accretive to earnings,

enhance shareholder value or are in our best

interests, and our activities in this respect could

have a material adverse effect on our business.

We continuously evaluate potential transactions,

such as business combinations, as well as the

acquisition of vessels or related businesses, the

expansion of our operations, repayment of existing

debt, share repurchases, short-term investments or

other transactions, that we believe will be accretive

to earnings, enhance shareholder value or are in the

best interests of the company. The diversion of

management’s attention, any delays or difficulties

encountered in connection with a potential

transaction, the failure to realise any or all of the

anticipated benefits of the transaction or the ability

to close such transaction within the time periods

anticipated may have a material adverse effect on

our business, results of operations, financial

condition and ability to pay dividends to our

shareholders.

Potential organisational changes may impact us,

potentially resulting in loss of business and the loss of

key employees or declines in employee productivity.

Uncertainties associated with any senior management

transitions could lead to concerns from current and

potential third parties with whom we do business, any

of which could hurt our business prospects. Turnover

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in key leadership positions within the company, or any

failure to successfully integrate key new hires or

promoted employees, may adversely impact our ability

to manage the company efficiently and effectively,

could be disruptive and distracting to management and

may lead to additional departures of existing personnel,

any of which could have a material adverse effect on

our business, operating results, financial results and

internal controls over financial reporting.

Our business is affected by macroeconomic

conditions, including inflation, interest rates,

market volatility, economic uncertainty and

supply chain constraints.

Various macroeconomic factors could adversely

affect our business, operational results and financial

condition, including fluctuations in inflation, interest

rates and global economic uncertainty. These

factors, coupled with disruptions in supply chains

and capital markets, create challenges across the

crude oil, chemical, dry bulk, container and offshore

support shipping segments in which we operate.

For instance, inflation has increased our labour

costs, particularly through higher wages for

seafarers, port workers and specialised crew

members, and has resulted in higher interest rates

and increased operating expenses across our fleet.

Rising costs of ship maintenance, spare parts, fuel

and insurance premiums have placed additional

financial pressure on our operations. Supply chain

constraints, including delays in obtaining critical

vessel components, port congestion and shipyard

backlogs, have further exacerbated inflationary

trends. If these conditions persist, they could have a

negative impact on our fleet operations, asset

values and charter market dynamics.

Increased inflation and commodity price volatility—

particularly in fuel, spare parts and logistics costs—

have raised our operating expenses. Our company

does not currently use financial derivatives to hedge

against commodity price volatility and we rely on

market-driven pricing for materials, energy and

other operational inputs. While we attempt to

include cost escalation clauses in our longer-term

transportation contracts to pass fuel and operational

cost increases onto customers, we cannot

guarantee that all such costs will be fully

recoverable. If we are unable to effectively mitigate

these rising expenses through contractual pricing

mechanisms or increased freight rates, our

profitability and operating margins could be

negatively affected.

As global trade continues to adjust to geopolitical

tensions, environmental constraints, and new

regulatory requirements, we anticipate continued

disruptions, shifts in regional demand and

fluctuations in charter rates across all segments of

our fleet, including oil and chemical transport, bulk

commodities, containerised cargo, offshore wind

support, and harbour services.

Ongoing macroeconomic uncertainty, rising costs

and geopolitical instability will continue to impact

fleet operations, shipping demand and financial

performance across our diversified shipping

activities. While we actively seek to mitigate these

risks through fleet diversification, contract

optimisation and operational efficiency, external

factors—including inflation, trade policy shifts and

evolving security threats—remain beyond our direct

control and could materially affect our business.

Increasing scrutiny and changing expectations

from investors, lenders and other market

participants with respect to our Environmental,

Social and Governance (ESG) policies may

impose additional costs on us or expose us to

additional risks.

Companies across all industries are facing

increasing scrutiny relating to their ESG policies.

Investor advocacy groups, certain institutional

investors, investment funds, lenders and other

market participants are increasingly focused on ESG

practices, especially as they relate to the

environment, health and safety, diversity, labour

conditions and human rights in recent years, and

have placed increasing importance on the

implications and social costs of their investments.

In recent years, U.S. regulators increased attention

on climate and ESG disclosures, including the SEC’s

creation of a Climate and ESG Task Force in 2021

and the SEC’s adoption on March 6, 2024 of final

climate-related disclosure rules. However, the SEC

stayed the effectiveness of those rules pending

judicial review, and in February 2025 the Acting

SEC Chair directed staff to seek a pause in the

litigation. In March 2025, the SEC voted to end its

defense of the climate disclosure rules, and the

consolidated litigation has subsequently been held

in abeyance. As a result, the timing, scope and

content of any U.S. SEC climate-disclosure

requirements remain uncertain.

Notwithstanding the foregoing, expectations and

requirements relating to ESG disclosure continue to

evolve globally, including through the EU’s

sustainability reporting regime and other national or

sub-national initiatives, which may increase

reporting complexity, costs and scrutiny.

Failure to meet evolving investor, lender or stakeholder

expectations regarding ESG matters, regardless of

whether there is a legal requirement to do so, may

damage such a company’s reputation or stock price,

resulting in direct or indirect material and adverse

effects on our business and financial condition.

Shareholder proposals and engagement on

environmental and climate-related matters have

increased in recent years, and we may face pressure

to enhance our sustainability practices, reduce

emissions and strengthen ESG governance and

reporting. This may require additional procedures,

standards and resources, and if we do not meet

applicable expectations our business and/or access to

capital could be adversely affected, particularly given

our exposure to crude oil transportation.

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Certain investors and lenders may also exclude

companies with fossil fuel-related exposure from

their portfolios, which could reduce the availability

of debt and equity financing and increase our cost

of capital. If we are unable to access financing on

acceptable terms, or at all, we may be unable to

execute our strategy, which could adversely affect

our financial condition, results of operations and

ability to service indebtedness.

From time to time, we may set and publicly

communicate ESG targets and commitments,

including relating to decarbonisation. Such targets

and related disclosures involve assumptions and

evolving methodologies and may be subject to

uncertainty and misinterpretation. If we fail to

achieve our goals, or if our ESG disclosures are

alleged to be inaccurate or misleading, we could

face reputational harm, litigation or regulatory

scrutiny and our access to capital could be

adversely affected.

Finally, ESG ratings providers and other third parties

may evaluate us using methodologies that differ and

may change over time. Unfavourable ratings or

activism directed at limiting funding for companies

with fossil fuel-related exposure could increase

negative investor sentiment and adversely affect

our access to, and cost of, capital.

Servicing our current or future indebtedness

limits funds available for other purposes and if we

cannot service our debt, we may lose our vessels.

As of December 31, 2025 and December 31, 2024,

our total indebtedness was $5,562.9 million and

$2,622.3 million respectively, and we expect to

incur additional indebtedness as we further expand

our fleet. Borrowings under our credit facilities are

secured by our vessels and certain of our and our

vessel-owning subsidiaries’ bank accounts and if

we cannot service our debt, we may lose our

vessels or certain of our pledged accounts.

Borrowings under our credit facilities and other debt

agreements require us to dedicate a part of our

cash flow from operations to paying interest and

principal on our indebtedness. These payments limit

funds available for working capital, capital

expenditures and other purposes, including further

equity or debt financing in the future.

Amounts borrowed under the credit facilities bear

interest at variable rates. Increases in prevailing

rates could increase the amounts that we would

have to pay to our lenders, even though the

outstanding principal amount remains the same and

our net income and cash flows would decrease. We

expect our earnings and cash flow to vary from year

to year due to the cyclical nature of the shipping

markets in which we operate. If we do not generate

or reserve enough cash flow from operations to

enable us to satisfy our short-term or medium- to

long-term liquidity requirements or to otherwise

satisfy our debt obligations, we may have to

undertake alternative financing plans, which could

dilute shareholders or negatively impact our

financial results.

However, these alternative financing plans, if

necessary, may not be sufficient to allow us to meet

our debt obligations. If we are unable to meet our

debt obligations or if some other default occurs

under our credit facilities, our lenders could elect to

declare that our debt, totally or partially, together

with accrued interest and fees, to be immediately

due and payable and proceed against the collateral

vessels securing that debt even though the majority

of the proceeds used to purchase the collateral

vessels did not come from our credit facilities.

Our agreements governing our indebtedness also

impose certain operating and financial restrictions

on us, mainly to ensure that the market value of the

mortgaged vessel under the applicable credit facility

does not fall below a certain percentage of the

outstanding amount of the loan, which we refer to

as the asset coverage ratio, which means that the

facility size of the vessel loans can be reduced if the

value of the collateralised vessels falls under a

certain percentage of the outstanding amount under

that loan, as a result of which a repayment in the

same amount may be required. In addition, certain

of our credit facilities will require us to satisfy certain

financial covenants, which require us to, among

other things, to maintain:

– An amount of current assets, which may include

undrawn amount of any committed revolving

credit facilities and credit lines having a maturity

of more than one year, that, on a consolidated

basis, exceeds our current liabilities;

– 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 our total indebtedness (excluding

guarantees), depending on the applicable loan

facility, whichever is greater;

– An aggregate cash balance of at least $30.0

million; and

– A ratio of value adjusted stockholders’ equity to

value adjusted total assets of at least 25% on or

before 31 December 2025. From January 2026

until 31 December 2026, the ratio must be

maintained at a minimum of 27.5%. At any time

thereafter, the ratio must be maintained at a

minimum of 30%.

Our Nordic bond, which matures in September 2026,

still has the following covenant in place: A ratio of

stockholders’ equity to total assets of at least 30%.

In general, the operating restrictions that are

contained in our credit facilities may prohibit or

otherwise limit our ability to, among other things:

– Effect changes in management of our vessels;

– Transfer or sell or otherwise dispose of all or a

substantial portion of our assets;

– Declare and pay dividends, if any, if there is or

will be, as a result of any dividend, an event of

default or breach of a loan covenant; and

– Incur additional indebtedness.

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A violation of any such financial covenants or

operating restrictions may constitute an event of

default, which, unless cured within the grace period

set forth under the applicable credit facility, or

waived or modified by our lenders, provides our

lenders with the right to, among other things, require

us to post additional collateral, enhance our equity

and liquidity, increase our interest payments, pay

down our indebtedness to a level where we are in

compliance with our loan covenants, sell vessels in

our fleet, reclassify our indebtedness as current

liabilities and accelerate our indebtedness and

foreclose their liens on our vessels and the other

assets securing the credit facilities, which would

impair our ability to continue to conduct our

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, or those of our 50%-owned joint ventures.

As a result of the CMB.TECH Enterprises acquisition

in 2024 and the acquisition of Golden Ocean Group

Limited, or Golden Ocean, in 2025, we have

incurred and assumed substantial indebtedness and

have become subject to increased operating and

financial restrictions. Although the organizational

integration of the combined business has

substantially progressed, we continue to streamline

certain processes, systems, applications and control

frameworks across the group, and the larger scale

and complexity of our group may require additional

management attention, time and expense. These

factors may limit our ability to execute our business

strategy, reduce our financial flexibility and increase

our exposure to refinancing, liquidity and default

risks.

As of December 31, 2025, and as of the date of this

annual report, we were in compliance with the

financial covenants contained and other restrictions

in our debt agreements.

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.

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.

Should we fail to identify and resolve any such

covenant breach and ensuing default, there would

be a substantial negative impact on our ability to

borrow funds and on our liquidity and cash flows

which in turn would negatively impact our financial

condition and performance.

We depend on our executive officers and key

employees, and the loss of their services could, in

the short term, have a material adverse effect on

our business, results of operations and financial

condition.

We depend on the efforts, knowledge, skill,

reputations and business contacts of our executive

officers and other key employees. Accordingly, our

success will depend on the continued service of

these individuals. There can be no assurance that

we will be able to attract and retain such employees

on reasonable terms in the future. We may

experience departures of senior executive officers

and other key employees and we cannot predict the

impact that any of their departures would have on

our ability to achieve our financial objectives. The

loss of the services of any of them could, in the

short term, have a material adverse effect on our

business, results of operations and financial

condition.

Fluctuating fuel prices may affect our profits.

The U.S. Energy Information Administration (“EIA”)

projects that global oil production will continue to

exceed consumption in 2026, contributing to rising

inventories and potential downward pressure on crude

oil prices. In its Short-Term Energy Outlook, the EIA

forecasts Brent crude oil prices to average

approximately $96 per barrel in 2026, compared with

an estimated average of approximately $69 per barrel

in 2025, reflecting continued supply growth from non-

OPEC producers.

This anticipated supply surplus is largely driven by

strong production growth from non-OPEC

producers. According to the EIA, U.S. crude oil

production remains near record levels and is

expected to remain above 13 million barrels per day,

supported primarily by continued development in

the Permian Basin. The International Energy Agency

(“IEA”) also notes that additional supply growth is

expected from offshore projects in Canada, Brazil,

and Guyana, which have expanded production

capacity in recent years.

At the same time, structural changes in energy

consumption patterns are expected to moderate

long-term demand growth. The accelerated

adoption of electric vehicles and renewable energy

—particularly in China and Europe—is expected to

reduce oil demand growth in the transportation

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sector, although this may be partially offset by rising

petrochemical and industrial demand. Both the IEA

and EIA have noted that these structural changes

could gradually reshape the composition of global

oil demand over the coming decade.

Unexpected supply disruptions, production

decisions by the Organization of the Petroleum

Exporting Countries, or OPEC+, and geopolitical

developments continue to have a significant impact

on oil prices. While forecasts from the EIA and IEA

indicate that supply could exceed demand in 2026,

recent geopolitical developments demonstrate the

continued sensitivity of oil markets to supply risks.

Fuel remains one of the most significant operating

expenses when operating vessels on the spot

market under voyage charters. Additionally,

regulations such as FuelEU Maritime and the

European Union Emissions Trading System (“EU

ETS”) impose additional cost burdens on our

operations. Failure to properly align compliance

strategies with charterers may negatively impact our

financial performance, as these regulatory

frameworks require additional administrative

planning and financial resources to manage

emission-related expenses.

We rely on our information systems to conduct

our business and failure to protect these systems

against security breaches could adversely affect

our business and results of operations.

Additionally, if these systems fail or become

unavailable for any significant period of time, our

business could be harmed and our operational

resilience weakened.

The safety and security of our vessels and efficient

operation of our business, including processing,

transmitting and storing electronic and financial

information, depend on computer hardware and

software systems, which are increasingly vulnerable

to security breaches and other disruptions and may

be susceptible to damage, disruptions or

shutdowns, hardware or software failures, power

outages, computer viruses, cyberattacks,

telecommunication failures, user errors or

catastrophic events. Our vessels rely on information

systems for a significant part of their operations,

including navigation, provision of services,

propulsion, machinery management, power control,

communications and cargo management. A

disruption to the information system of any of our

vessels could lead to, among other things, incorrect

routing,, loss of navigational control, collision,

grounding and propulsion failure.

Beyond our vessels, we experience threats to our data

and systems, including malware and computer virus

attacks, internet network scans, systems failures and

disruptions. A cyberattack that bypasses our

information technology security systems, causing an IT

security breach, could lead to a material disruption of

our information technology and operational technology

systems and adversely impact our daily operations and

cause the loss of sensitive information, including our

own proprietary information and that of our customers,

suppliers and employees, including personal data.

Such losses could harm our reputation and result in

competitive disadvantages, litigation, regulatory

enforcement actions, lost revenues, additional costs

and liability. While we devote substantial resources to

maintaining adequate levels of cybersecurity, our

resources and technical sophistication may not be

adequate to prevent all types of cyberattacks. As

cyberattacks become increasingly sophisticated, and

as tools and resources become more readily available

to malicious third parties, there can be no guarantee

that our actions, security measures and controls

designed to prevent, detect or respond to intrusion, to

limit access to data, to prevent destruction or alteration

of data or to limit the negative impact from such

attacks, can provide absolute security against

compromise. As of the date of this annual report, we

have not experienced any material cybersecurity

incident which would be disclosable under Belgian,

European or SEC guidelines.

We rely on industry accepted security and control

frameworks and technology to securely maintain

confidential and proprietary information and

personal data maintained on our information

systems. However, these measures and technology

may not adequately prevent security breaches. In

addition, the unavailability of the information

systems or the failure of these systems to perform

as anticipated for any reason could disrupt our

business and could result in decreased

performance and increased operating costs,

causing our business and results of operations to

suffer. Any significant interruption or failure of our

information systems or any significant breach of

security could adversely affect our business, results

of operations and financial condition, as well as our

cash flows. Furthermore, as from May 25, 2018,

data breaches on personal data as defined in the EU

General Data Protection Regulation 2016/679, could

lead to administrative fines up to EUR 20 million or

up to 4% of the total worldwide annual turnover of

the company, whichever is higher.

Furthermore, cybersecurity continues to be a key

priority for regulators around the world, and some

jurisdictions, namely the United States have enacted

laws requiring companies to notify individuals or the

general investing public of data security breaches

involving certain types of personal data. If we fail to

comply with the relevant laws and regulations, we

could suffer financial losses, a disruption of our

businesses, liability to investors, regulatory

intervention or reputational damage. In Europe, the

Network and Information Security Directive 2

(“NIS2”) introduces stricter obligations for

companies in critical sectors, including transport,

energy and manufacturing, requiring us to enhance

cybersecurity risk management, implement stricter

access controls, ensure supply chain security and

report cyber incidents within 24 hours. Non-

compliance with NIS2 could result in regulatory

fines of up to €10 million or 2% of global turnover,

operational disruptions, reputational damage and

increased legal liabilities, particularly if a cyberattack

compromises vessel navigation, industrial hydrogen

systems or automated fuelling operations. We are

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actively working to align our cybersecurity framework

with NIS2 requirements to mitigate these risks and

maintain secure, resilient operations across our

shipping and hydrogen industry activities.

In the highly competitive international market, we

may not be able to compete effectively for

charters.

Our vessels are employed in a highly competitive

market that is capital intensive and highly

fragmented. Competition arises from other vessel

owners, including major oil companies, national oil

companies or companies linked to authorities of oil

producing or importing countries, as well as

independent tanker companies which may all have

substantially greater resources than us. Competition

for the transportation of crude oil and other

petroleum products depends on price, location, size,

age, condition, sophistication and the acceptability of

the vessel operator to the charterer. Competitors with

greater resources could enter and operate larger

tanker fleets through consolidations or acquisitions,

and may be able to offer more competitive prices

and fleets. While ownership of the global tanker fleet

remains fragmented, recent consolidation activity in

certain segments, particularly the VLCC spot market,

may increase concentration and could influence

market dynamics and spot rate formation, which may

increase volatility and affect our ability to compete

effectively for charters.

We are subject to certain risks with respect to our

counterparties and failure of our counterparties to

meet their obligations could cause us to suffer

losses or negatively impact our results of

operations and cash flows.

We have entered into, and may enter in the future,

various contracts, including shipbuilding contracts

or long-term contracts, credit facilities, insurance

agreements, voyage and time charter agreements

and other agreements associated with the operation

of our vessels. Such agreements subject us to

counterparty risks.

We have implemented a comprehensive

counterparty risk policy to establish structured

processes for assessing, monitoring, mitigating and

managing the risk of financial default, regulatory

violations and reputational harm. This policy

includes a credit limit system that restricts our

financial exposure to any single counterparty and

incorporates additional risk mitigation measures to

ensure financial stability and regulatory compliance.

Counterparty limits are monitored periodically and

are assessed based on a comprehensive risk

assessment, considering factors such as:

– The financial strength and creditworthiness of

the counterparty, including credit ratings where

available.

– The counterparty’s reputation and historical

compliance record.

– Legal, regulatory and compliance risks, including

adherence to international sanction regimes (such

as U.S. Department of the Treasury's Office of

Foreign Assets Control ("OFAC"), United Kingdom

("U.K.") Sanctions and Anti-Money Laundering Act

and the EU Sanctions List).

– The potential risk to earnings and assets arising

from counterparty noncompliance with laws,

regulations, prescribed practices, internal

policies and ethical standards.

Notwithstanding these measures, the ability and

willingness of each of our counterparties to perform

its payment and other obligations under a contract

with us will depend on a number of factors that are

beyond our control and may include, among other

things, general economic conditions, the condition

of the maritime and offshore industries, the overall

financial condition of the counterparty, charter rates

received for specific types of vessels, the supply

and demand for commodities, such as oil, iron ore,

coal and grain, work stoppages or other labour

disturbances, including as a result of the outbreak of

pandemic diseases and various expenses. Should a

counterparty fail to honour its obligations under any

such contract or attempt to renegotiate our

agreements, we could sustain significant losses

which could have a material adverse effect on our

business, financial condition, results of operations,

cash flows, ability to pay dividends, if any, to

holders of our ordinary shares in the amounts

anticipated or at all and compliance with covenants

in our secured loan agreements.

In addition, in depressed market conditions, our

charterers and customers may no longer need a

vessel that is currently under charter or contract or

may be able to obtain a comparable vessel at lower

rates. As a result, charterers and customers may

seek to renegotiate the terms of their existing

charter agreements or avoid their obligations under

those contracts.

As a result of these counterparty risks, we could

sustain significant losses which could have a

material adverse effect on our business, financial

condition, results of operations and cash flows, as

well as our ability to pay dividends, if any, in the

future, and comply with covenants in our borrowing

facilities.

Decline of economic conditions throughout the

world will impede our results of operations,

financial condition and cash flows.

There has historically been a strong link between the

development of the world economy and demand for

energy, including oil and gas. An extended period of

deterioration in the outlook for the world economy

could therefore reduce the overall demand for oil and

gas and consequently for our shipping services. Such

changes could adversely affect our results of

operations and cash flows.

We face risks attendant to changes in economic

environments, changes in margins or interest rates,

changes in sanctions regimes and trade restrictions

imposed by governments especially as implemented in

response to the invasion of Ukraine, the conflict

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between Israel and Hamas and the recent escalation

involving Iran. We also face risk in changing

government regulations, and instability in the banking

and securities markets around the world, among other

factors. Major market disruptions may adversely affect

our business or impair our ability to borrow amounts

under our credit facilities or any future financial

arrangements. In the absence of available financing,

we also may be unable to take advantage of business

opportunities or respond to competitive pressures

Continuing concerns over inflation, volatile interest

rates, energy costs, geopolitical issues, including

the war between Russia and Ukraine, the recent

escalation involving Iran and the conflict between

Israel and Hamas, trade tensions, such as new

tariffs in the United States, and the availability and

cost of credit have contributed to increased volatility

and diminished expectations for the economy and

the markets going forward. These factors,

combined with volatile oil prices, declining business

and consumer confidence, have precipitated fears

of a possible economic recession. Domestic and

international equity markets continue to experience

heightened volatility and turmoil. The weakness in

the global economy has caused, and may continue

to cause, a decrease in worldwide demand for

certain goods and, thus, shipping.

Further escalation in Iran and the Arabian Gulf could

further increase global energy prices, inflationary

pressures, market volatility and risk aversion, which

may adversely affect charter demand, the cost of

bunkers, asset values, financing conditions, interest

costs and the availability and pricing of debt, trade

credit and insurance.

Additionally, significant shifts in U.S. foreign policy

and trade policy, particularly concerning the conflict

in Ukraine and relations with other nations may

contribute to uncertainty. Shifts in U.S. policy

regarding the conflict in Ukraine, relations with

major trading partners and approaches to

international alliances may affect geopolitical

stability, sanctions dynamics and trade patterns,

which could in turn impact shipping demand,

charter rates and our financial condition.

An economic slowdown or changes in the

economic and political environment in the Asia-

Pacific region could have a material adverse

effect on our business, financial condition and

results of operations.

We anticipate that a significant number of port calls

made by our vessels, including oil tankers, bulk

carriers, chemical tankers, container vessels and

other specialised ships, will continue to involve

loading or discharging operations in ports within the

Asia-Pacific region. As a result, any negative

changes in economic conditions, trade volumes or

industrial activity in any Asia-Pacific country—

particularly in China, given rising corporate and

sovereign indebtedness, financial instability and

declining real estate values—may have a material

adverse effect on our business, financial condition,

results of operations and future prospects.

We cannot assure you that the Chinese economy

will not experience a significant contraction in the

future. Furthermore, there remains a risk of broader

financial stress in China due to high levels of

personal and corporate debt, trade policy

uncertainties and increasing protectionist measures.

In recent years, China and the United States have

implemented increasingly restrictive trade policies,

leading to tariff increases and ongoing trade

tensions that could impact global shipping demand.

In February 2026, U.S. tariff policy uncertainty

increased further following a U.S. Supreme Court

decision limiting the use of emergency powers to

impose certain broad tariffs, alongside

announcements of replacement tariff measures

under alternative legal authorities. A decrease in the

level of imports to and exports from China,

particularly in commodities, chemicals,

manufactured goods and containerised cargo, could

adversely affect demand for shipping services,

thereby impacting our business, operating results

and financial condition.

Additionally, China’s policies to reduce reliance on

foreign energy and raw materials—including its Net

Zero 2060 initiative, increased domestic production

and supply chain shifts—could reduce demand for

bulk transport of fossil fuels, ores and other raw

materials. A structural decline in China’s commodity

imports and exports could materially adversely

affect our fleet utilisation, revenues and financial

condition.

Furthermore, China may adopt measures that favour

domestic shipping companies or increase costs for

foreign operators (including taxes applicable to non-

resident transportation enterprises), and may

expand environmental levies affecting certain

commodities and emissions-intensive industries.

Any such measures could reduce chartering

opportunities, affect freight rates and influence

long-term contract renewals.

A shift in consumer demand from oil towards

other energy sources may have a material effect

on our business.

In 2025, cash flows generated from charters for

vessels operating in the tanker sector of the shipping

industry continued to represent an important part of

our earnings and cash flow, although our business

became more diversified following the expansion of

our dry bulk and offshore activities.Adverse

developments in the tanker shipping industry could still

have a significant impact on our financial condition and

results of operations. Adverse developments in the

tanker business could therefore reduce our ability to

meet our payment obligations and maintain our

profitability.

The ongoing global energy transition is reshaping

demand patterns in the maritime and transportation

sectors. A shift from fossil fuels to alternative

energy sources such as electricity, natural gas,

LNG, renewable energy, hydrogen and ammonia

may significantly impact traditional oil transportation

markets. Additionally, the increasing adoption of

electric vehicles and stricter emissions regulations

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may further reduce demand for oil-based trans-

portation fuels, potentially affecting demand for oil

tankers.

While projections differ, recent IEA scenarios

indicate that oil demand may peak or flatten around

the end of the decade under certain scenarios,

while OPEC and other industry participants project

oil demand will remain strong well beyond 2040.

Regardless of timing, the shift toward renewable

and low-carbon energy sources, driven by policy,

corporate commitments and decarbonisation

targets, is reshaping trade flows and could affect

demand for our vessels.

At CMB.TECH, we recognise this structural shift and

have positioned ourselves as an early adopter of

green fuel technologies, particularly hydrogen and

ammonia-based propulsion. Through R&D and

investments in dual-fuel and mono-fuel hydrogen

and ammonia engines and related solutions, we are

adapting to the energy transition. Our diversified

fleet, including bulk carriers, chemical tankers,

container vessels and hydrogen-powered ships,

provides flexibility to navigate evolving market

conditions.

Our involvement in the development of low

carbon solutions for shipping, and in particular

hydrogen and ammonia powered applications,

has introduced us to new risks, such as:

– The global clean energy transition may not

accelerate as expected, including in the shipping

industry;

– Governmental and regulatory focus on a zero-

carbon future, including the timing and scope of

global measures (such as the IMO’s proposed

Net-Zero Framework), may be delayed, changed

or not adopted as currently envisaged;

– The shipping industry may not adopt hydrogen

and ammonia as a primary fuel source for

ocean-going vessels or any adoption may take

longer than expected;

– The obsolescence and scrapping of older

vessels that are powered by traditional fuels that

emit carbon and their replacement may not

occur as expected or at all;

– Our hydrogen and ammonia engine and fuel

technology may not be successfully applied in

longer haul routes;

– Continued increases in demand for service

vessels in the offshore wind industry may not

occur as expected;

– Partnerships in which we cooperate with third

parties may fail; and

– Intellectual property rights owned by the

company may be challenged or may expire.

As the global regulatory landscape tightens and

industries accelerate the transition toward net-zero

emissions, the active participation in the

development of sustainable maritime solutions

could provide competitive advantages. However,

should the transition outpace technological and

infrastructure readiness, or if new fuels such as

hydrogen and ammonia do not scale as expected,

market uncertainties could still impact our results of

operations, cash flows and financial position.

Lack of technological innovation to meet quality

and efficiency requirements could reduce our

charter hire income and the value of our vessels.

Our customers and other stakeholders have an

increasing focus on quality, safety and compliance

across the supply chain, including shipping.

Maintaining these standards is critical to our

operations. In addition, regulatory requirements

relating to energy efficiency and carbon intensity

(including the IMO’s EEXI/CII measures) and EU

decarbonisation measures (including FuelEU

Maritime) are increasing the importance of vessel

efficiency and emissions performance in chartering

decisions and asset values. Any noncompliance

either suddenly or over a period of time, on one or

more of our vessels[, or an increase in requirements

by oil operators above and beyond what we deliver,

may have a material adverse effect on our future

performance, results of operations, cash flows and

financial position.

Charter hire rates, vessel values and the useful lives

of vessels depend on factors such as efficiency,

operational flexibility and physical condition.

Efficiency includes speed, fuel economy and

turnaround time in port. Flexibility includes the

ability to access ports and terminals and transit

canals and straits. Technological advances—

including alternative-fuel propulsion and enhanced

energy-efficiency solutions—may result in newer

vessels that are materially more efficient or

commercially attractive than parts of our fleet. If

such vessels gain preference with charterers, we

may face lower charter rates, reduced utilisation,

shorter economic lives and a decline in resale

values. This could also limit our ability to contract

with top-tier counterparties and increase reliance on

lower-rated charterers or lower-priced employment.

In addition, investments required to maintain

competitiveness and comply with evolving

environmental requirements could increase our

costs and materially adversely affect our results of

operations, cash flows, financial condition and

ability to pay dividends, if any.

Newbuilding projects are subject to risks that

could cause delays, cost overruns or cancellation

of our newbuilding contracts.

As of December 31, 2025, we had forty-one vessels

under construction. These construction projects are

subject to risks of delay or cost overruns inherent in

any large construction project from numerous

factors, including shortages of equipment, materials

or skilled labour, unscheduled delays in the delivery

of ordered materials and equipment or shipyard

construction, failure of equipment to meet quality

and/or performance standards, financial or

operating difficulties experienced by equipment

vendors or the shipyard, unanticipated actual or

purported change orders, inability to obtain required

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permits or approvals, unanticipated cost increases

between order and delivery, design or engineering

changes and work stoppages and other labour

disputes, public health threats, adverse weather

conditions or any other potential events of force

majeure. Significant cost overruns or delays could

adversely affect our financial position, results of

operations and cash flows. Additionally, failure to

complete a project on time may result in the delay of

revenue from that vessel.

If for any reason we default under any of our

newbuilding contracts, or otherwise fail to take

delivery of our newbuilding vessels, we would be

prevented from realising potential revenues from

such vessels, we could also lose all or a portion of

our investment, including any instalment payments

made, and we could be liable for penalties and

damages under such contracts as well as suffer

reputational damage. If we already committed to a

third party the use of the vessel upon construction

completion, then we may breach such commitment

and be subject to pay related damages, such as any

increased costs the counterparty pays to secure an

alternate vessel to use. Approved Time Charter

(“TC”) contracts could also be jeopardised and

cause penalties by late delivery.

In addition, in the event a shipyard does not perform

under its contract, we may lose all or part of our

investment, which would have a material adverse

effect on our results of operations, financial

condition and cash flows.

If our vessels call on ports located in countries or

territories that are the subject of sanctions or

embargoes, it could lead to monetary fines or

other penalties and adversely affect our

reputation and the market for our ordinary shares.

Although none of our owned or operated vessels

have called on ports located in countries or territories

that are the subject of country-wide or territory-wide

comprehensive sanctions and/or embargoes

imposed by the U.S. government, the EU, the UK, or

other applicable governmental authorities

(“Sanctioned Jurisdictions”) in violation of sanctions

or embargo laws during 2025, and we endeavour to

take precautions reasonably designed to mitigate

such risks, it is possible that, in the future, our vessels

may carry cargo from or call on ports in Sanctioned

Jurisdictions on charterers’ instructions and/or

without our knowledge and consent. Our Charterers

and other counterparties could also be involved in

sanctioned trade without their knowledge and

consent, this could have an effect on us being in the

line of parties. If such activities result in violation of

applicable sanctions or embargo laws, we could be

subject to monetary fines, penalties, suspension of

our license to operate or other sanctions, and our

reputation and the market for our ordinary shares

could adversely affected.

Sanctions and embargo regimes vary by

jurisdiction, change frequently and may apply to

entities owned or controlled by designated persons

or entities. Additional countries, territories, persons

and entities may become subject to sanctions in the

future, requiring ongoing diligence, screening and

monitoring. Sanctions enforcement has also

increased with respect to the shipping sector, and

current or future counterparties may be, or may

become, affiliated with sanctioned persons or

entities. If sanctions or embargoes require us to

terminate contracts, or if we are found to be in

violation of applicable restrictions, we could face

fines, reputational harm and adverse effects on our

results of operations.

Since February 2022, the US, EU and allied nations

have imposed a series of escalating economic

sanctions against Russia in response to its ongoing

military actions in Ukraine. These measures have

continued to expand through 2025, including with

respect to Russia’s energy sector, financial

institutions, maritime operations and vessels

involved in sanctions evasion and “shadow fleet”

activities. As of the date of this annual report, the EU

has adopted 19 packages of sanctions against

Russia, including the 17th package in May 2025, the

18th package in July 2025 and the 19th package in

October 2025, each of which included additional

restrictions relevant to Russia’s energy and maritime

sectors.. In parallel, U.S. authorities have intensified

maritime-related sanctions enforcement, including

actions in January 2025 targeting an

unprecedented number of oil-carrying vessels

associated with sanctions evasion. The EU and U.S.

have also prohibited specified services related to

the maritime transport of Russian-origin crude oil

and petroleum products, subject to price-cap

compliance processes that rely on recordkeeping

and attestations, which increase compliance

complexity and the risk of exposure through false

documentation. While much uncertainty remains,

the potential that the EU, in conjunction with the G7,

might replace the price cap policy in favor of a full

maritime services ban for Russian oil exports may

also pose further risks that could adversely affect

our business. At the same time, it is unknown

whether the United States, and/or the European

Union and United Kingdom, will ease, retain,

expand, or otherwise further modify the foregoing

Russia sanctions due to the impact of the conflict in

Iran on global energy markets.

Enforcement has also intensified with respect to Iran-

related illicit oil trade, including recent U.S. actions

targeting “shadow fleet” vessels involved in

transporting Iranian petroleum, increasing the risk of

inadvertent exposure through counterparties,

documentation and maritime service providers. In

addition, the recent armed conflict between the U.S.

and Israel, and Iran has caused a de facto closure of

the Strait of Hormuz and further disruption of trade

routes in the Red Sea, which could have significant

impacts in the Middle East region, , disrupt global oil

and LNG flows and increase security and insurance

costs. Indeed, as a result of the conflict in Iran and the

resultant volatility in the global oil markets, on March 12,

2026, the United States Department of the Treasury’s

Office of Foreign Assets Control (OFAC) issued a

general license authorizing, through 12:01 a.m. eastern

daylight time on April 11, 2026, the sale, delivery, or

offloading of Russian Federation origin crude oil or

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petroleum products loaded on any vessel on or before

12:01 a.m. eastern daylight time on March 12, 2026,

including vessels previously blocked by OFAC under

several existing sanctions programs. Also, on March

20, 2026, OFAC issued a general license authorizing,

through 12:01 a.m. eastern daylight time on April 19,

2026, the sale, delivery, or offloading of Iranian origin

crude oil or petroleum products loaded on any vessel

on or before 12:01 a.m. eastern daylight time on March

20, 2026, including vessels previously blocked by

OFAC under several existing sanctions programs.

We believe that we were in compliance with all

applicable sanctions and embargo laws and

regulations in 2025 and intend to maintain such

compliance. However, evolving rules, varying

interpretations and reliance on third parties over

whom we have limited control increase the risk of

inadvertent violations or allegations of non-

compliance. Any such violation (or allegation) could

result in reputational damage, substantial fines,

penalties or other sanctions, and could adversely

affect our access to capital markets, our financing

arrangements and our relationships with banks,

insurers and counterparties, materially adversely

affecting our business, financial condition, results of

operations and cash flows.

Risks related to the technological, regulatory and

market aspects in the development, testing and

commercialisation of hydrogen and ammonia

combustion engines and applications could

adversely affect our business

Our H2 Industry division is engaged in the

development, testing and commercialisation of

mono fuel and dual fuel hydrogen and ammonia

combustion engines and applications for various

industries, including marine, trucking, ports, mining,

rail and power generation. The division is at the

forefront of hydrogen-based decarbonisation

solutions, but the successful deployment and

scaling of these technologies is subject to a variety

of technological, regulatory, financial and market-

related risks, for example:

– The commercialisation of CMB.TECH’s dual fuel

hydrogen technology through a licensing model,

under which third-party partners manufacture,

retrofit, install and service applications based on

CMB.TECH’s technology, creates licensing,

compliance, quality control, IP protection and

reputational risks. The principal risk in this model

lies in the company’s dependence on licensees

to apply the technology safely, consistently and

in compliance with contractual, technical and

regulatory requirements..

– The regulatory framework governing hydrogen-

and ammonia-powered vehicles, equipment and

vessels continues to evolve and may differ across

jurisdictions, creating uncertainties in certification,

permitting and compliance requirements, including

with respect to safety and crew training; interim

IMO guidance for ammonia-fuelled ships has been

issued, but further rulemaking and implementation

remain ongoing.

– The success of our hydrogen and ammonia

solutions depends on market acceptance,

economic viability and competition with alternative

decarbonisation technologies.

– The capital costs associated with research and

development ("R&D"), testing and infrastructure

investments create financial exposure and

potential delays in achieving profitability.

– Partnerships in which we cooperate with third

parties may fail.

– Geopolitical and supply chain risks

Any of the above could have a material adverse

effect on our future performance, results of

operations, cash flows and financial position.

The development, production and distribution of

green hydrogen and ammonia bears techno-logical,

regulatory and market risks which could adversely

affect our business

Our H2 Infra division is engaged in the development,

integration and management of infrastructure for green

hydrogen and ammonia production and distribution.

This includes projects such as the hydrogen

production plant in Namibia, which generates off-grid,

pure green hydrogen, the ammonia production plant,

which will produce green ammonia, and the ammonia

terminal in Namibia, designed to supply ammonia to

power deep-sea vessels. These initiatives expose the

company to technological, regulatory, operational,

geopolitical and financial risks, including the following:

– Building and operating hydrogen and ammonia

infrastructure presents unique technical and

logistical challenges that could delay project

execution, increase costs or impact operational

efficiency.

– The hydrogen and ammonia industry is subject

to complex, evolving regulatory frameworks that

impact project approvals, safety standards and

market access.

– The success of projects of the H2 Infra division

depend on the growth and commercial viability

of the global hydrogen and ammonia market,

including the availability of long-term offtake

arrangements and customers’ willingness to pay

a premium for green molecules; demand

development and investment decisions may be

slower than expected, as illustrated by recent

market reassessments in Namibia-linked green

ammonia offtake plans.

– Developing large-scale hydrogen and ammonia

infrastructure requires significant capital expendi-

tures and long-term financial commitments.

– Cybersecurity compliance risks.

Failure to comply with the U.S. Foreign Corrupt

Practices Act could result in fines, criminal

penalties and an adverse effect on our business.

We may operate in a number of countries

throughout the world, including countries suspected

to have a risk of corruption. We are committed to

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doing business in accordance with applicable anti-

corruption laws. We are subject to the risk that we,

our service providers, or their respective officers,

directors, employees and agents may take actions

determined to be in violation of such anti-corruption

laws, including the FCPA. Any such violation could

result in substantial fines, sanctions, civil and/or

criminal penalties, curtailment of operations in

certain jurisdictions, and might adversely affect our

business, earnings or financial condition. In addition,

actual or alleged violations could damage our

reputation and ability to do business. Furthermore,

detecting, investigating, and resolving actual or

alleged violations is expensive and can consume

significant time and attention of our senior

management.

Maritime claimants could arrest or attach our

vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a

vessel, shippers of cargo and other parties may be

entitled to a maritime lien against a vessel for

unsatisfied debts, claims or damages. In many

jurisdictions, a maritime lien-holder may enforce its

lien by "arresting" or "attaching" a vessel through

judicial or foreclosure proceedings. The arrest or

attachment of one or more of our vessels could result

in a significant loss of earnings for the related off-hire

period. In addition, in jurisdictions where the "sister

ship" theory of liability applies, such as South Africa,

a claimant may arrest the vessel which is subject to

the claimant's maritime lien and any "associated"

vessel, which is any vessel owned or controlled by

the same owner. In countries with "sister ship"

liability laws, claims might be asserted against us or

any of our vessels for liabilities of other vessels that

we own. Under some of our present charters, if the

vessel is arrested or detained as a result of a claim

against us, we may be in default of our charter and

the charterer may terminate the charter, which will

negatively impact our revenues and cash flows. Any

of these events could have a material adverse effect

on our business, results of operations, cash flows,

financial condition and ability to pay dividends.

Volatility of interest rate benchmarks under our

financial agreements could affect our profitability,

earnings and cash flow.

In order to manage our exposure to interest rate

fluctuations under the SOFR or other reference rates

applicable to our debt, we have and may from time-

to-time use interest rate derivatives to effectively fix

some of our floating rate debt obligations. No

assurance can however be given that the use of

these derivative instruments, if any, may effectively

protect us from adverse interest rate movements.

The use of interest rate derivatives may affect our

results through mark to market valuation of these

derivatives. Also, adverse movements in interest

rate derivatives may require us to post cash as

collateral, which may impact our free cash position.

Volatility in applicable interest rates among our

financing agreements presents a number of risks to

our business, including potential increased

borrowing costs for future financing agreements or

unavailability of or difficulty in attaining financing,

which could in turn have an adverse effect on our

profitability, earnings and cash flow.

In addition, our credit facilities use variable interest

rates and expose us to interest rate risk. If interest

rates remain elevated, increase further or prove

volatile and we are unable to effectively hedge our

interest rate risk, our debt service obligations on the

variable rate indebtedness would increase, even if

the amount borrowed remained the same, and our

profitability and cash available for servicing our

indebtedness would decrease.

We depend upon third party service providers for

certain management services for our fleet and

any management failures could materially affect

our business.

We currently outsource to third party service

providers certain management services of its fleet,

including certain aspects of technical, commercial

and crew management. In particular, we have

entered into ship management agreements that

assign technical and crew management

responsibilities to third-party technical managers for

a significant portion of our fleet. While Anglo-

Eastern Ship Management continues to manage the

majority of the fleet, following the acquisition of

Golden Ocean the fleet is now managed across

multiple ship managers.

In such outsourcing arrangements, we have

transferred direct control over technical, crew and

commercial management of the relevant vessels,

while maintaining significant oversight and audit

rights, and must rely on third party service providers

to, among other things:

– Comply with their respective contractual

commitments and obligations owed to us,

including with respect to safety, security, quality,

proper crew management and environmental

compliance of the operations of our vessels;

– Comply with requirements imposed by the U.S.

government, the UN and the EU (i) restricting

certain transactions and calls on ports located in

countries that are subject to sanctions and

embargoes and (ii) prohibiting bribery and other

corrupt practices;

– Respond to changes in customer demands for

our vessels;

– Obtain supplies and materials necessary for the

operation and maintenance of our vessels;

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– Recruit crew members with training, licenses

and experience appropriate for our vessels; and

– Mitigate the impact of labour shortages and/or

disruptions relating to crews on our vessels.

Any failure by our third-party service providers to

perform to required standards or comply with

applicable laws, or any reputational issues affecting

them, could expose us to liability, operational

disruption and reputational harm, materially

adversely affecting our business.

The third-party managers have the right to terminate

their agreements. If a third-party manager exercises

that right, we will be required either to enter into

substitute agreements with other third parties or to

assume those management duties. We may not

succeed in negotiating and entering into such

agreements, and even if it does, the terms and

conditions may be less favourable. If we are required

to dedicate internal resources to managing its fleet

(including hiring additional qualified personnel or

diverting existing resources), this could increase

costs and reduce efficiency and profitability. Any

such changes could result in a temporary loss of

customer approvals, disrupt our business and have a

material adverse effect on our business, results of

operations and financial condition.

Attracting and retaining motivated, well-qualified

seagoing personnel is a top priority. In addition to

our shore-based personnel, we employ officers and

crew members on our owned fleet. In crewing our

vessels, we employ certain employees with

specialised training who can perform physically

demanding work. If our crew are unable to

adequately perform, it may negatively impact our

business, financial condition or results of

operations. This could harm our reputation as a safe

and reliable vessel owner and operator.

Certain of our directors, executive officers and

major shareholders may have interests that are

different from the interests of our other

shareholders, which may create a conflict of

interest.

Certain of our directors, executive officers and major

shareholders may have interests that are different

from the interests of our other shareholders.

Compagnie Maritime Belge NV, or CMB, our largest

shareholder, beneficially owns the 178.726.458 of

our ordinary shares, representing 56,56% of our

outstanding shares, as of 1 April 2026. As long as one

of our key shareholders beneficially owns a

significant percentage of the outstanding ordinary

shares, it is able to exercise significant influence over

CMB.TECH and will be able to control the outcome of

shareholder votes, including the adoption or

amendment of provisions in our articles of

incorporation or bye-laws and approval of possible

mergers, amalgamations, control transactions and

other significant corporate transactions. This

concentration of ownership may have the effect of

delaying, deferring or preventing a change in control,

merger, amalgamations, consolidation, takeover or

other business combination. This concentration of

ownership could also discourage a potential acquirer

from making a tender offer or otherwise attempting to

obtain control of us, which could in turn have an

adverse effect on the market price of our ordinary

shares. CMB may not necessarily act in accordance

with the best interests of other shareholders. The

interests of a key shareholder may not coincide with

the interests of other holders of our ordinary shares.

To the extent that conflicts of interests may arise, key

shareholders may vote in a manner adverse to some

other holders of our securities.

In addition, certain members of our Supervisory Board,

including Mr. Patrick De Brabandere, and certain

members of our Management Board, including Mr.

Alexander Saverys, Mr. Michael Saverys, Mr. Ludovic

Saverys, Mr. Benoit Timmermans and Mr. Maxime Van

Eecke, also serve on the boards of CMB. There may

be real or apparent conflicts of interest with respect to

matters affecting CMB whose interests in some

circumstances may be adverse to our interests.

To the extent that we do business with or compete

with CMB or participate in ventures in which CMB

may participate, these members of our Supervisory

Board and Management Board may face actual or

apparent conflicts of interest in connection with

decisions that could have different implications for

us. These decisions may relate to corporate

opportunities, corporate strategies, potential

acquisitions of businesses, newbuilding

acquisitions, inter-company agreements, the

issuance or disposition of securities, the election of

new or additional directors and other matters. Such

potential conflicts may delay or limit the

opportunities available to us, and it is possible that

conflicts may be resolved in a manner adverse to us

or result in agreements that are less favourable to

us than terms that would be obtained in arm's-

length negotiations with unaffiliated third parties.

Risks related to legal and regulatory

matters

We are subject to complex laws and regulations,

including environmental laws and regulations that

can increase our cost and liability exposure and

adversely affect our business, results of

operations and financial condition.

We operate worldwide including, where appropriate,

through agents or other intermediaries. Compliance

with complex laws and regulations that apply to our

international operations increases our cost of doing

business. These numerous and sometimes

conflicting laws and regulations include, among

others, data privacy requirements (in particular the

European General Data Protection Regulation and,

where applicable, the EU-U.S. Data Privacy

Framework), labour relations laws, tax laws, anti-

competition regulations, import and trade

restrictions, export requirements, U.S. federal laws

such as the FCPA and other U.S. federal laws and

regulations established by the OFAC or other

agencies, local laws such as the UK Bribery Act

2010 or other local laws which prohibit corrupt

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payments to governmental officials or certain

payments or remunerations to customers.

Given the high level of complexity of these laws,

there is a risk that we, our agents or other

intermediaries may inadvertently breach certain

provisions thereunder. Violations of these laws and

regulations could result in fines, criminal sanctions

against us, our officers or our employees,

requirements to obtain export licenses, cessation of

business activities in sanctioned countries,

implementation of compliance programs, and

prohibitions on the conduct of our business.

Violations of laws and regulations could also result

in prohibitions on our ability to operate in one or

more countries and could materially damage our

reputation, our ability to attract and retain

employees, or our business, results of operations

and financial condition. Furthermore, detecting,

investigating and resolving actual or alleged

violations is expensive and can consume significant

time and attention of our senior management.

Though we have implemented monitoring

procedures and required policies, guidelines,

contractual terms and audits, these measures may

not prevent or detect failures by our agents or

intermediaries regarding compliance.

Our operations are also subject to numerous laws

and regulations in the form of international

conventions and treaties, national, state and local

laws and national and international regulations in

force in the jurisdictions in which our vessels

operate or are registered, which can significantly

affect the ownership and operation of our vessels.

Compliance with such laws and regulations, where

applicable, may require installation of costly

equipment or operational changes and may affect

the resale value or useful lives of our vessels. We

may also incur additional costs in order to comply

with other existing and future regulatory obligations,

including, but not limited to, costs relating to air

emissions including greenhouse gases, the

management of ballast waters, maintenance and

inspection, development and implementation of

emergency procedures and insurance coverage or

other financial assurance of our ability to address

pollution incidents. Oil spills that occur from time to

time may also result in additional legislative or

regulatory initiatives that may affect our operations

or require us to incur additional expenses to comply

with such new laws or regulations.

These costs could have a material adverse effect on

our business, results of operations, cash flows and

financial condition and our available cash. A failure

to comply with applicable laws and regulations may

result in administrative and civil penalties, criminal

sanctions or the suspension or termination of our

operations.

Environmental laws can also affect the resale value

or useful lives of our vessels, can require a

reduction in cargo capacity, ship modifications or

operational changes or restrictions, lead to

decreased availability of insurance coverage for

environmental matters or result in the denial of

access to certain jurisdictional waters or ports or

detention in certain ports. We could incur material

liabilities, including clean-up obligations and natural

resource damages liability, in the event that there is

a release of hazardous materials from our vessels or

otherwise in connection with our operations.

Environmental laws often impose strict liability for

remediation of spills and releases of hazardous

substances, which could subject us to liability

without regard to whether we were negligent or at

fault. We could also become subject to personal

injury or property damage claims relating to the

release of hazardous substances associated with

our existing or historic operations. Violations of, or

liabilities under, environmental laws can result in

substantial penalties, fines and other sanctions,

including, in certain instances, seizure or detention

of our vessels and could harm our reputation with

current or potential charterers of our vessels. We

are required to satisfy insurance and financial

responsibility requirements for potential oil

(including marine fuel) spills and other pollution

incidents. Although we have arranged insurance to

cover certain environmental risks, there can be no

assurance that such insurance will be sufficient to

cover all such risks or that any claims will not have a

material adverse effect on our business, results of

operations, cash flows, financial condition and

available cash.

We are subject to sustainability reporting

standards which impose substantial costs on our

operations.

The Corporate Sustainability Reporting Directive

("CSRD") and other such sustainability reporting

standards entail reporting risks and opportunities

arising from social and environmental issues. The

rules became applicable in the financial year 2024,

for reports to be published in 2025. However, on 26

February 2025, the Commission introduced an

Omnibus package to streamline reporting while

maintaining transparency, proposing changes to the

scope and timing of the CSRD, EU Taxonomy, and

CSDDD. We are defined as listed SME for both

CSRD (<1000 employees) and EU Taxonomy

(<1000 employees). SMEs with securities listed on

EU regulated markets, have no reporting

requirements under CSRD and EU Taxonomy.

Hence, we will only report Sustainability and

Taxonomy-related information on a voluntary and

case-by-case basis. In December 2025, the

European Parliament approved the provisional

agreement.

The EU ETS makes polluters pay for their

greenhouse gas emissions, helps bring emissions

down and generates revenues to finance the EU’s

green transition. It operates in all EU countries,

Iceland, Liechtenstein and Norway, and, as of 2024,

regulates the shipping industry. Under the EU ETS,

shipowners will need to register, open accounts and

report their emissions within the methodology

required by the system. Charterparties need to

include new ETS-related clauses and divide

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responsibilities between Owners and Charterers in

order to comply with the regulations. This will

generate additional operational, legal and

administration work. Non-compliance with the rules

could lead to sanctions, whether due to unfamiliarity

with the new regulations , making errors in the

submission data , or poor agreements between

Owners and Charterers, etc. This could have a

material adverse effect on our business. We have

therefore prepared terms and conditions for

insertion into our trading contracts such as but not

limited to time, voyage and bareboat charters, ship

management agreements and other trading

documents, aiming at protecting our best interests

by limiting compliance and administration costs as

well as other financial burdens. In view of the

administration of our EU ETS rights and obligations,

we have opened Maritime Operator Holding

Accounts ("MOHA accounts") so as to enable us to

buy, trade and surrender emission allowances

online.

In addition, many environmental requirements are

designed to reduce the risk of pollution, such as from

oil spills, and our compliance with these requirements

is costly. To comply with these and other regulations,

including: (i) the sulfur emission requirements of

Annex VI of MARPOL, which instituted a global 0.5%

(lowered from 3.5% as of January 1, 2020) sulfur cap

on marine fuel consumed by a vessel, unless the

vessel is equipped with a scrubber, and (ii) the BWM

Convention of the IMO, which requires vessels to

install expensive ballast water treatment systems, we

may be required to incur additional costs to meet

new maintenance and inspection requirements,

develop contingency plans for potential spills, and

obtain insurance coverage. The increased demand

for low sulphur fuels may increase the costs of fuel

for our vessels that do not have scrubbers. Additional

conventions, laws and regulations may be adopted

that could limit our ability to do business or increase

the cost of doing business and which may materially

and adversely affect our operations.

We are subject to international safety regulations

and if we fail to comply with these regulations, we

may be subject to increased liability, which may

adversely affect our insurance coverage and may

result in a denial of access to, or detention in,

certain ports.

The operation of our vessels is regulated by

international conventions, national, state and local

laws and regulations in force in the jurisdictions in

which the vessels operate, as well as in the countries

of their registration. As such, we are subject to the

requirements set forth in the IMO’s International

Safety Management Code for the Safe Operation of

Ships and for Pollution Prevention, or the ISM Code,

the International Ship & Port Facility Security Code (“

ISPS Code”), promulgated by the IMO under the

International Convention for the Safety of Life at Sea

of 1974, (SOLAS Convention”), as well as to other

conventions, mainly MARPOL, the International

Convention on Standards of Training, Certification

and Watchkeeping for Seafarers, or (“STCW”), etc.

Failure to comply with these requirements may

subject us to increased liability, may decrease

available insurance coverage for the affected ships,

and may result in denial of access to, or detention in,

certain ports. The U.S. Coast Guard (“USCG”) and EU

and relevant port State control authorities enforce

compliance with the ISM and ISPS Codes and

prohibit non-compliant vessels from trading in U.S.

and E.U. ports. This could have a material adverse

effect on our future performance, results of

operations, cash flows and financial position.

Because these conventions, laws and regulations

are frequently revised, we cannot predict the

ultimate cost of compliance or their impact on our

operations, vessel resale values or useful lives. New

or amended requirements may be adopted that

could limit our ability to do business or increase our

costs and materially adversely affect our operations.

We are also required to obtain and maintain various

permits, licenses, certificates and financial

assurances in connection with our operations.

Developments in safety and environmental

requirements relating to the recycling of vessels

may result in unexpected costs.

The 2009 Hong Kong International Convention for

the Safe and Environmentally Sound Recycling of

Ships, (“the Hong Kong Convention”), aims to

ensure ships are being recycled once they reach

the end of their operational lives, and do not pose

any unnecessary risks to the environment, human

health and safety. Upon the Hong Kong

Convention's entry into force on 26 June 2025,

each ship that gets recycled will have to carry an

Inventory of Hazardous Materials. Ships will be

required to have surveys to verify their inventory of

hazardous materials initially, throughout their lives

and prior to the ship being recycled.

In 2013, the European Parliament and the Council of

the EU adopted the EU Ship Recycling Regulation

which retains key requirements of the Hong Kong

Convention and requires that certain commercial

seagoing vessels flying the flag of an EU Member

State may only be recycled in facilities included on

the European List of ship recycling facilities, which

is reviewed and updated periodically. The limited

number and capacity of approved facilities capable

of recycling large vessels, compared to major

recycling markets outside the European List, may

result in longer wait times and downward pressure

on the purchase prices offered for EU-flagged

vessels, which could reduce the residual values we

realise upon disposal of vessels.

These regulatory requirements may lead to cost

escalation by shipyards, repair yards and recycling

yards. This may then result in a decrease in the

residual recycling value of a vessel which could

potentially not cover the cost to comply with the

latest requirements, which may have an adverse

effect on our future performance, results of

operations, cash flows and financial position.

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Regulations relating to ballast water discharge

result in increased costs.

The IMO has imposed updated guidelines for ballast

water management systems specifying the

maximum amount of viable organisms allowed to be

discharged from a vessel’s ballast water. Depending

on the date of the International Oil Pollution

Prevention (“IOPP”) renewal survey, vessels

constructed before September 8, 2017 are required

to comply with the updated D-2 standard. For most

vessels, compliance with the D-2 standard will

involve installing on-board systems to treat ballast

water and eliminate unwanted organisms.

The regulatory landscape in the United States

concerning vessel discharges is currently evolving.

While the 2013 Vessel General Permit (“VGP”)

program and the U.S. National Invasive Species Act

(“NISA”) remain in effect, the Vessel Incidental

Discharge Act (“VIDA”) introduces a new regulatory

framework. On September 20, 2024, the U.S.

Environmental Protection Agency (“EPA”) finalized

the Vessel Incidental Discharge National Standards

of Performance, establishing national standards for

approximately 30 types of incidental discharges,

including ballast water, similar to those previously

covered under the VGP. Following this, the U.S.

Coast Guard (“USCG”) is now responsible for

developing the corresponding implementation,

compliance, and enforcement regulations, which

are expected by September 2026. Until the USCG

finalizes these regulations, vessels must continue to

comply with the existing EPA 2013 VGP and

applicable USCG ballast water requirements.

However, the future implementation of the VIDA

framework may necessitate the installation of new

equipment or modifications to existing systems to

meet updated discharge standards. These

developments could result in substantial additional

costs, which may adversely affect our operational

flexibility and profitability.

Climate change and greenhouse gas restrictions

may adversely impact our operations and markets.

Due to concern over the risk of climate change, a

number of countries, the EC and the IMO have

adopted, or are considering the adoption of,

regulatory frameworks to reduce greenhouse gas

emissions. These regulatory measures may include,

among others, adoption of cap-and-trade regimes,

carbon taxes, increased efficiency standards and

incentives or mandates for renewable energy.

Compliance with changes in laws, regulations and

obligations relating to climate change could

increase our costs related to owning, operating and

maintaining our vessels and require us to install new

emission controls, acquire allowances or pay taxes

related to our greenhouse gas emissions, or

administer and manage a greenhouse gas

emissions program. Revenue generation and

strategic growth opportunities could also be

adversely affected. by compliance with such

changes.

Additionally, increased regulation of greenhouse

gas emissions may incentivize use of alternative

energy sources. Unless and until such regulations

are implemented and their effects are known, we

cannot reasonably or reliably estimate their impact

on our financial condition, results of operations and

ability to compete. However, any long-term material

adverse effect on our industry may adversely affect

our financial condition, results of operations and

cash flows.

We are subject to litigation risks in connection

with our takeover of and merger with Golden

Ocean Group, which could result in cash

payments to former Golden Ocean shareholders

and increased costs.

Following the merger of Golden Ocean with and into

CMB.TECH Bermuda, certain former Golden Ocean

shareholders who dissented from the merger

commenced proceedings before the Court in

Bermuda. These shareholders seek, among other

things, cash consideration for their former Golden

Ocean shares or, alternatively, a court appraisal of

the fair value of their shares under Bermudan law.

Although management believes that the Company’s

position is more likely than not to prevail, litigation is

inherently uncertain. An adverse outcome could

require us to make cash payments to the dissenting

shareholders and incur significant legal and other

costs, which could adversely affect our financial

condition.

Risk Factors Relating to Tax Matters

United States tax authorities could treat us as a

“Passive Foreign Investment Company” ("PFIC"),

which could have adverse United States federal

income tax consequences to United States

shareholders.

A foreign corporation will be treated as a PFIC for

United States federal income tax purposes if either (1)

at least 75% of its gross income for any taxable year

consists of certain types of "passive income" or (2) at

least 50% of the average value of the corporation's

assets produce or are held for the production of those

types of "passive income." For purposes of these

tests, "passive income" includes dividends, interest,

and gains from the sale or exchange of investment

property and rents and royalties other than rents and

royalties which are received from unrelated parties in

connection with the active conduct of a trade or

business. For purposes of these tests, income derived

from the performance of services does not constitute

"passive income." United States shareholders of a

PFIC are subject to a disadvantageous United States

federal income tax regime with respect to the income

derived by the PFIC, the distributions they receive

from the PFIC and the gain, if any, they derive from the

sale or other disposition of their shares in the PFIC.

Based on our current and proposed method of

operation, we do not believe that we will be a PFIC

with respect to any taxable year. In this regard, we

treat the gross income we derive or are deemed to

derive from our time chartering activities as services

income, rather than rental income. Accordingly, the

income from our time and voyage chartering

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activities should not constitute "passive income,"

and the assets that we own and operate in

connection with the production of that income

should not constitute assets that produce or are

held for the production of "passive income."

There is substantial legal authority supporting this

position, consisting of case law and United States

Internal Revenue Service “IRS”, pronouncements

concerning the characterisation of income derived

from time charters and voyage charters as services

income for other tax purposes. However, it should be

noted that there is also authority that characterises

time charter income as rental income rather than

services income for other tax purposes. Accordingly,

no assurance can be given that the IRS or a court of

law will accept this position, and there is a risk that

the IRS or a court of law could determine that we are

a PFIC. Moreover, no assurance can be given that

we would not constitute a PFIC for any future taxable

year if the nature and extent of our operations

change.

If the IRS were to find that we are or have been a

PFIC for any taxable year, our United States

shareholders would face adverse United States

federal income tax consequences and incur certain

information reporting obligations. Under the PFIC

rules, unless those shareholders make an election

available under the United States Internal Revenue

Code of 1986, as amended (“Code”), (which

election could itself have adverse consequences for

such shareholders), such shareholders would be

subject to United States federal income tax at the

then prevailing rates on ordinary income plus

interest, in respect of excess distributions and upon

any gain from the disposition of their ordinary

shares, as if the excess distribution or gain had

been recognised ratably over the shareholder's

holding period of the ordinary shares.

We may have to pay tax on United States source

shipping income, or taxes in other jurisdictions,

which would reduce our net earnings.

Under the Code, 50% of the gross shipping income

of a corporation that owns or charters vessels, as

we and our subsidiaries do, that is attributable to

transportation that begins or ends, but that does not

both begin and end, in the United States may be

subject to a 4% United States federal income tax

imposed by Section 887 of the Code on a gross

basis without allowance for deductions, unless that

corporation qualifies for exemption from taxation

under Section 883 of the Code and the regulations

promulgated thereunder by the United States

Department of the Treasury or an applicable U.S.

income tax treaty. Since under the sourcing rules

described above, no more than 50% of our shipping

income is treated as being derived from United

States sources, the maximum effective rate of

United States federal income tax on our shipping

income will not exceed 2% under the 4% gross

basis tax regime.

We and our subsidiaries continue to take the

position that we qualify for, either this statutory tax

exemption, or exemption under an income tax treaty

for United States federal income tax return reporting

purposes. However, there are factual circumstances

beyond our control that could cause us to lose the

benefit of this tax exemption and thereby become

subject to United States federal income tax on our

United States source shipping income. For example,

we may no longer qualify for exemption under

Section 883 of the Code for a particular taxable year

if shareholders with a five percent or greater interest

in our ordinary shares (5% shareholders) owned, in

the aggregate, 50% or more of our outstanding

ordinary shares for more than half the days during

the taxable year, and there does not exist sufficient

5% shareholders that are qualified shareholders for

purposes of Section 883 of the Code to preclude

non-qualified 5% shareholders from owning 50% or

more of our ordinary shares for more than half the

number of days during such taxable year or we are

unable to satisfy certain substantiation requirements

with regard to our 5% shareholders. Due to the

factual nature of the issues involved, there can be

no assurances on the tax-exempt status of us or

any of our subsidiaries.

If we or our subsidiaries were not entitled to

exemption under Section 883 of the Code or

exemption under an income tax treaty for any

taxable year, we or our subsidiaries could be

subject for such year to an effective 2% United

States federal income tax on the shipping income

we or they derive during such year which is

attributable to the transport of cargoes to or from

the United States. The imposition of this taxation

would have a negative effect on our business and

would decrease our earnings available for

distribution to our shareholders.

We may also be subject to tax in other jurisdictions,

which could reduce our earnings.

Our shareholders residing in countries other than

Belgium may be subject to double withholding

taxation with respect to any dividends or other

distributions made by us.

Any dividends or similar distributions we make to

shareholders will, in principle, be subject to

withholding tax in Belgium at a rate of 30%, except

for shareholders that qualify for an exemption of

withholding tax such as, amongst others, qualifying

pension funds or a company qualifying as a parent

company in the sense of the Council Directive

(90/435/EEC) of 23 July 1990, or the Parent-

Subsidiary Directive or that qualify for a lower

withholding tax rate or an exemption by virtue of a

tax treaty. Various conditions may apply and

shareholders residing in countries other than

Belgium are advised to consult their advisers

regarding the tax consequences of dividends or

other distributions made by us. Our shareholders

residing in countries other than Belgium may not be

able to credit the amount of such withholding tax to

any tax due on such dividends or other distributions

in any other country than Belgium. As a result, such

shareholders may be subject to double taxation in

respect of such dividends or other distributions.

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Belgium and the United States have concluded a

double tax treaty concerning the avoidance of double

taxation, (“U.S.-Belgium Treaty”). The U.S.-Belgium

Treaty reduces the applicability of Belgian withholding

tax to 15%, 5% or 0% for U.S. taxpayers, provided that

the U.S. taxpayer meets the limitation of benefits

conditions imposed by the U.S.-Belgium Treaty. The

Belgian withholding tax is generally reduced to 15%

under the U.S.-Belgium Treaty. The 5% withholding tax

applies in cases where the U.S. shareholder is a

company which holds at least 10% of our ordinary

shares. A 0% Belgian withholding tax applies when the

shareholder is a company that has held at least 10% of

our ordinary shares for at least 12 months, or is, subject

to certain conditions, a U.S. pension fund. The U.S.

shareholders are encouraged to consult their own tax

advisers to determine whether they can invoke the

benefits and meet the limitation of benefits conditions

as imposed by the U.S.-Belgium Treaty.

Changes to the tonnage tax or the corporate tax

regimes applicable to us, or to the interpretation

thereof, may impact our future operating results.

Shortly after its incorporation in 2003, we applied

for treatment under the Belgian tonnage tax regime.

It was declared eligible for this regime by the

Federal Finance Department on 23 October 2003,

for a ten-year period. In line with the tonnage tax

regulations, which are part of the normal corporate

tax regime in Belgium, profits from the operation of

seagoing vessels are determined on a lump sum

basis based on the net registered tonnage of the

particular vessels. After this first ten-year period had

elapsed, the tonnage tax regime has been

automatically renewed for another ten-year period.

The application for prolongation of this Tonnage Tax

Regime as from 2024 was timely filed before the

end of 2023 and was approved in 2024 by the

Belgian Ruling Commission. The Belgian Ruling

Commission formally confirmed that the Tonnage

Tax Regime applies for a ten-year period as from 1

January 2024 and thereafter will be automatically

renewed for another ten-year period. This tonnage

tax replaces all factors that are normally taken into

account in traditional tax calculations, such as profit

or loss, operating costs, depreciation, gains and the

offsetting of past losses of the revenues taxable in

Belgium.

Changes to the tax regimes applicable to us, or

the interpretation thereof, may impact our future

operating results.

We operate vessels under multiple flags and are

subject to tonnage tax and other shipping-related

tax regimes in various jurisdictions.

There is, however, no guarantee that the tonnage

tax regime will not be reversed or that other forms

of taxation will not be imposed such as, but not

limited to, a global minimum tax, a carbon tax or

emissions trading system in the context of the

discouragement of the use of fossil fuels. To the

extent such changes would be implemented on the

EU level only, the global level playing field may be

distorted and put the Company in a weaker

competitive position compared to its non-EU peer

companies.

Changes in trade and fiscal policy may adversely

impact our business and future operations.

In April 2025, the Trump Administration and the

Office of the U.S. Trade Representative, or the

USTR, implemented significant trade actions,

including (i) a fee to be paid by a vessel’s operator

for any vessel owned or operated by a Chinese

entity arriving to a U.S. port, to be paid up to five

times per calendar year per vessel, which fee is

calculated at a rate of $50 per net ton for the

arriving vessel and increases over time, plateauing

at $140 per net ton by April 2028; and (ii) a fee

charged to operators of Chinese-built vessels

(subject to certain targeted coverage exclusions),

which fees are calculated at the higher of either $18

per net ton for the arriving Chinese-built vessel or

$120 for each container discharged, again

increasing over time to $33 per net ton, or $250 per

container discharged, by April 2028; and (iii) a fee

charged to operators of non-U.S. built vehicle

carriers arriving to a U.S. port, to be paid up to five

times per calendar year per vessel, which fee is

calculated in the amount of $46 per net ton for the

arriving vehicle carrier. These fees became

effective for vessels arriving at U.S. ports of entry

on October 14, 2025.

On October 10, 2025, in response to the USTR

action, China’s Ministry of Transport (the “Ministry”)

announced retaliatory special port service fees

applicable to vessels calling at Chinese ports which

are built or flagged in the U.S. or owned or operated

by certain U.S.-linked persons. Although the

Ministry later published formal implementing

measures, key uncertainties remain that may affect

how we plan and comply. These fees also became

effective on October 14, 2025.

On October 30, 2025, following certain trade

negotiations held between China and the United

States in South Korea, China’s Ministry of

Commerce released a statement indicating that the

United States will suspend implementation of certain

of these trade actions and that, after the U.S.

suspends implementation, China will also suspend

implementation of countermeasures for a period of

one year. Uncertainties remain concerning the

scope and timing of any suspension of fees by

either the U.S. or China. As there remains

uncertainty about whether the port fees measures

will be implemented in the future and about how

they will be interpreted and enforced, we currently

are unable to determine with certainty the impact

these additional fees will have on us, our business

and operations, or our industry.

Changes in tax regulations from other countries

we are involved with due to our global trade may

affect our business and future operations.

Foreign countries may impose new tax laws which

can impact the shipping industry. It is also possible

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that already existing foreign tax law is not known by

us and can have a material effect on our financial

position. We can not be sure that we are always

aware of all tax law in each country our vessels

trade to or all countries we are involved with due to

our global trade.

The lack of this information may lead to heavy tax

claims from foreign countries directed to us as a

shipowner. This could affect us financially for the

past, current and future trade of our vessels.

The Nigerian Federal Inland Revenue Service (FIRS)

has commenced a tax compliance exercise for the

period of 2010-2019 towards non-resident

companies trading in Nigeria. The Federal

Government of Nigeria granted a 3-month window

from 19 June 2023 for international shipping

companies operating in Nigeria to regularise their

tax status in Nigeria and another window from 19

September 2023, to 31 December 2023, for

affected companies to pay all their outstanding

taxes to the Federal Government of Nigeria. An

extension was provided till March 2024 with a

degree on the waiver for penalties and interests

claimed. Despite the Double Tax Treaty between

Belgium and Nigeria, the Nigerian government

has shown to be difficult in cooperating on the

subject. If the legal tax issues are not handled

with proper care, this could result in an adverse

effect on our financial situation, our trade and

operations going forward.

Other foreign tax regulations which are not or not

well known by us can affect our business in an

adverse way even for events taking place in the

past. This could be for taxes due because of our

global trade, the flag of our vessels, the places

where our offices are located, places where our

vessels are moored or because of some underlying

contracts we might have (e.g. Charterparty,

insurance, etc.). The impact of these tax laws could

have an adverse effect on our legal and financial

position and influence our trade and operations

going forward.

Changes in tax laws and unanticipated tax

liabilities could materially and adversely affect the

taxes we pay, results of operations and financial

results.

We are subject to income and other taxes in the United

States and foreign jurisdictions, and our results of

operations and financial results may be affected by tax

and other initiatives around the world. For instance,

there is a high level of uncertainty in today's tax

environment stemming from global initiatives put forth

by the Organisation for Economic Co-operation and

Development's (“OECD”) two-pillar base erosion and

profit shifting project. In 2021, members of the OECD

put forth two proposals: (i) Pillar One reallocates profit

to the market jurisdictions where sales arise versus

physical presence; and (ii) Pillar Two compels

multinational corporations with €750 million or more in

annual revenue to pay a global minimum tax of 15% on

income received in each country in which they

operate. The reforms aim to level the playing field

between countries by discouraging them from

reducing their corporate income taxes to attract foreign

business investment. Over 140 countries agreed to

enact the two-pillar solution to address the challenges

arising from the digitalisation of the economy and, in

2024, these guidelines were declared effective and

must now be enacted by those OECD member

countries. It is possible that these guidelines, including

the global minimum corporate tax rate measure of 15%,

could increase the burden and costs of our tax

compliance, the amount of taxes we incur in those

jurisdictions and our global effective tax rate, which

could have a material adverse impact on our results of

operations and financial results.

Risks Related to Investment in our

Ordinary Shares

The price of our ordinary shares has fluctuated in

the past, has been volatile and may be volatile in the

future, future sales of our ordinary shares could

cause the market price of our ordinary shares to

decline, and as a result, investors in our ordinary

shares could incur substantial losses.

The market price of our ordinary shares has

historically fluctuated over a wide range and may

continue to fluctuate significantly in response to

many factors, such as actual or anticipated

fluctuations in our operating results, changes in

financial estimates by securities analysts, economic,

regulatory and ESG trends, general market

conditions, rumours and fabricated news and other

factors, many of which are beyond our control. Our

stock prices may experience rapid and substantial

decreases or increases in the foreseeable future that

are unrelated to our operating performance or

prospects. The stock market in general and the

market for shipping companies in particular have

experienced extreme volatility that has often been

unrelated to the operating performance of particular

companies. As a result of this volatility, investors may

experience substantial losses on their investment in

our ordinary shares. There can be no guarantee that

our stock price will remain at current prices. The

market price of our common stock could decline due

to sales of our shares in the market or the perception

that such sales could occur. This could depress the

market price of our common stock and make it more

difficult for us to sell equity securities in the future at

a time and price that we deem appropriate, or at all.

The market price for our ordinary shares may be

influenced by many factors, including the following:

– Investor reaction to the execution of our business

strategy, including mergers and acquisitions;

– Shareholder activism;

– Our continued compliance with the listing

standards of NYSE and/or Euronext Brussels and/

or Euronext Oslo;

– Regulatory or legal developments in the United

States and other countries, especially changes in

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laws or regulations applicable to our industry,

including those related to climate change;

– Variations in our financial results or those of

companies that are perceived to be similar to us;

– Our ability or inability to raise additional capital and

the terms on which we raise it;

– Declines in the market prices of stocks generally;

– Trading volume of our ordinary shares;

– Shorting activity in relation to our share;

– Actual or threatened lawsuits, claims or other

legal proceedings involving our company;

– Sales of our ordinary shares by us or our stockholders;

– General economic, industry and market conditions;

and

– Other events or factors, including those resulting

from such events, or the prospect of such events,

including war, terrorism and other international

conflicts, public health issues including health

epidemics or pandemics, adverse weather and

climate conditions could disrupt our operations or

result in political or economic instability.

These broad market and industry factors may cause

the market price of our ordinary shares to drop,

regardless of our operating performance, and may

be inconsistent with any improvements in actual or

expected operating performance, financial condition

or other indicators of value. Since the stock price of

our ordinary shares has fluctuated in the past, has

been recently volatile and may be volatile in the

future, investors in our ordinary shares could incur

substantial losses. In the past, following periods of

volatility in the market, securities class-action

litigation has often been instituted against

companies. Such litigation, if instituted against us,

could result in substantial costs and diversion of

management’s attention and resources, which could

materially and adversely affect our business,

financial condition, results of operations and growth

prospects.

In addition, securities of certain companies have

recently experienced significant and extreme

volatility in stock price due to short sellers of

ordinary shares, known as a “short squeeze”. These

short squeezes have caused extreme volatility in

those companies and in the market and have led to

the price per share of those companies to trade at a

significantly inflated rate that is disconnected from

the underlying value of the Company. Many

investors who have purchased shares in those

companies at an inflated rate risk losing a significant

portion of their original investment, as the price per

share has declined steadily as interest in those

stocks have abated. While we have no reason to

believe our shares would be the target of a short

squeeze, there can be no assurance that our shares

will not be in the future, and if so it could cause you

to lose a significant portion or all of your investment.

We are thus unable to predict when such instances

of trading volatility will occur or how long such

dynamics may last. Therefore, we cannot assure

you that you will be able to sell any of our common

shares you may have purchased at a price greater

than or equal to its original purchase price, or that

you will be able to sell our common shares at all.

From time to time our Supervisory Board may

authorise a share buyback within the Belgian legal

framework. There is no guarantee that we will

repurchase shares at a level anticipated by

stockholders or at all, which could reduce returns

to our stockholders. Once authorised, decisions

to repurchase our common stock will be at the

discretion of our Management Board, based upon

a review of relevant considerations.

Based on the authorisation granted by the Special

General Meeting on 22 May 2025, we may

repurchase up to 60 million of our own shares over

a period of five years if we believe there is a

significant gap between the market price of the

shares and the Company’s intrinsic value.

As of 9 April 2025, we owned 25,807,878 of our

own shares (8.17% of the total issued shares). We

may continue to buy back our shares opportu-

nistically under the conditions laid down by law and

subject to a valid authorisation. The extent to which

we do so and the timing of these purchases, will

depend upon a variety of factors, including market

conditions, regulatory require-ments and other

corporate considerations.

The Supervisory Board’s determination to authorize

the repurchase of ordinary shares will depend upon

our profitability and financial condition, contractual

restrictions, restrictions imposed by applicable law

and other factors that the Supervisory Board deems

relevant. Based on an evaluation of these factors,

the Supervisory Board may determine not to

repurchase shares or to do so at reduced levels

compared to historical levels, any or all of which

could reduce returns to our stockholders. The

Supervisory Board may suspend or discontinue this

authorisation at any time.

The Supervisory Board decided to amend the

dividend policy to a full discretionary dividend

policy. We therefore cannot assure you that we will

declare or pay any dividends. The shipping industry

is volatile and we cannot predict with certainty the

amount of cash, if any, that will be available for

distribution as dividends in any period.

The Supervisory Board amended our dividend policy

to a full discretionary dividend policy at the end of

2023.

Consequently, our Supervisory Board may from

time to time, declare and pay cash dividends in

accordance with our Coordinated Articles of

Association and applicable Belgian law. The

declaration and payment of dividends or other

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 capital”).

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CMB.TECH - Annual Report 2025

Our Supervisory Board will continue to assess the

declaration and payment of dividends upon

consideration of our financial results and earnings,

restrictions in our debt agreements, market

prospects, current capital expenditures,

commitments, investment opportunities, and the

provisions of Belgian law affecting the payment of

dividends to shareholders and other factors. We

may stop paying dividends at any time and cannot

assure you that we will pay any dividends in the

future or of the amount of such dividends.

In general, under the terms of our debt agreements, we

are not permitted to pay dividends if there is or will be a

default or a breach of a loan covenant as a result of the

dividend. Our credit facilities also contain restrictions

and undertakings which may limit our and our

subsidiaries' ability to declare and pay dividends (for

instance, with respect to each of our joint ventures, no

dividend may be distributed before its loan agreement,

as applicable, is repaid in full).

Belgian law generally prohibits the payment of

dividends unless net assets on the closing date of

the last financial year do not fall beneath the amount

of the registered capital and, before the dividend is

paid out, 5% of the net profit is allocated to the legal

reserve until this legal reserve amounts to 10% of

the share capital. No distributions may occur if, as a

result of such distribution, our net assets would fall

below the sum of (i) the amount of our registered

capital, (ii) the amount of such aforementioned legal

reserves, and (iii) other reserves which may be

required by our Coordinated Articles of Association

or by law, such as the reserves not available for

distribution in the event we hold treasury shares.

We may not have sufficient surplus in the future to

pay dividends and our subsidiaries may not have

sufficient funds or surplus to make distributions to

us. We can give no assurance that dividends will be

paid at a level anticipated by stockholders or at all.

In addition, the corporate law of jurisdictions in

which our subsidiaries are organised may impose

restrictions on the payment or source of dividends

under certain circumstances.

Future issuances and sales of our ordinary shares

could cause the market price of our ordinary

shares to decline.

As of 31 December 2025, our issued (and fully paid

up) share capital was $343,439,903.39 which was

represented by 315,977,647 shares. As of 31

December 2025, we had:

– 290,169,769 ordinary shares outstanding, and

– 25,807,878 treasury shares.

Our Shareholders’ Special General Meeting in 2025

authorised our Supervisory Board to acquire a

maximum of 60 million shares during a period of

five years, at a price per share not exceeding the

maximum price allowed under applicable law and

not to be less than EUR 0.01.

On 21 March 2024, the Supervisory Board had

authorised the Management Board to repurchase up

to 10 million shares at a maximum purchase price

per share of $17.86 (dividend or other distribution

paid should be deducted from this amount as of the

ex-dividend date) with a term from 21 March 2024

to 28 June 2024. Shares that we repurchase can be

cancelled or can be held as treasury shares, at the

option of the Company.

Under Belgian corporate laws, the voting rights

related to treasury shares are suspended and

treasury shares give no entitlement to dividend. We

may at any time transfer all or part of our treasury

shares to a third party, at which time the

corresponding voting rights will cease to be

suspended and the shares will again give their

holder entitlement to dividend. Our shareholders

may incur dilution from any such future transfer.

Additionally, by decision of our shareholders’ meeting

held on 22 May 2025, our Supervisory Board is

authorized to increase our share capital in one or

several times by a total maximum amount of

$239,147,500 (with possibility for our Supervisory

Board to restrict or suspend the preferential

subscription rights of our existing shareholders) during

a period of five years as from the date of publication of

the decision, subject to the terms and conditions to be

determined by our Supervisory Board.

Issuances and sales of a substantial number of

ordinary shares in the public market, or the

perception that these issuances or sales could

occur, may depress the market price for our

ordinary shares. These sales could also impair our

ability to raise additional capital through the sale of

our equity securities in the future. We intend to

issue additional ordinary shares in the future. Our

shareholders may incur dilution from any such

future equity offering.

We are incorporated in Belgium, which provides

for different and in some cases more limited

shareholder rights than the laws of jurisdictions in

the United States.

We are a Belgian company and our corporate affairs

are governed by Belgian corporate law. Principles of

law relating to such matters as the validity of

corporate procedures, the fiduciary duties of

management, the dividend payment dates and the

rights of shareholders may differ from those that

would apply if we were incorporated in a jurisdiction

within the United States.

For example, there are no statutory dissenters’

rights under Belgian law with respect to share

exchanges, mergers and other similar transactions,

and the rights of shareholders of a Belgian company

to sue derivatively, on our behalf, are more limited

than in the United States.

Civil liabilities based upon the securities and other

laws of the United States may not be enforceable

in original actions instituted in Belgium or in

actions instituted in Belgium to enforce

judgments of U.S. courts.

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CMB.TECH - Annual Report 2025

Civil liabilities based upon the securities and other

laws of the United States may not be enforceable in

original actions instituted in Belgium or in actions

instituted in Belgium to enforce judgments of U.S.

courts. Actions for the enforcement of judgments of

U.S. courts will prevail only if the Belgian court

confirms the substantive correctness of the

judgment of the U.S. court and is satisfied that:

– The effect of the enforcement judgment is not

manifestly incompatible with Belgian public policy;

– The judgment did not violate the rights of the

defendant;

– The judgment was not rendered in a matter

where the parties transferred rights subject to

transfer restrictions with the sole purpose of

avoiding the application of the law applicable

according to Belgian international private law;

– The judgment is not subject to further recourse

under U.S. law;

– The judgment is not incompatible with a

judgment rendered in Belgium or with a

subsequent judgment rendered abroad that

might be enforced in Belgium;

– A claim was not filed outside Belgium after the

same claim was filed in Belgium, while the claim

filed in Belgium is still pending;

– The Belgian courts did not have exclusive

jurisdiction to rule on the matter;

– The U.S. court did not accept its jurisdiction solely

on the basis of either the nationality of the plaintiff

or the location of the disputed goods; and

– The judgment submitted to the Belgian court is

authentic.

Any shareholder acquiring 30% or more of our

issued ordinary shares is required to make a

mandatory unconditional public takeover bid.

According to the Belgian law, any shareholder

who acquires 30% or more of our issued shares is

required to make a mandatory unconditional

public takeover bid in the remaining shares in

CMB.TECH that it and its affiliates do not already

own. The purpose in making the offer for the

remaining shares in CMB.TECH is to comply with

its obligations under Article 5 of the Takeover Law

and Article 50 of the Takeover Decree. Any

shareholder who comes into possession, other

than following a voluntary takeover bid, directly or

indirectly, of more than 30% of our capital or

voting rights, shall launch a takeover bid on all the

shares and securities granting access to the

shares or voting rights, and on terms that comply

with applicable U.S. securities laws, and SEC and

NYSE rules and regulations.

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CMB.TECH - Annual Report 2025

Corporate Governance Statement

Introduction

Reference Code

During 2020, the company adopted the Belgian

Code on Corporate Governance of 2020 as its

reference code within the meaning of Article

3:6(2)(4) of the Belgian Code on Companies and

Associations (the ‘BCCA’) and updated its Corporate

Governance Charter accordingly. The full text of the

Corporate Governance Charter can be consulted on

the Company’s website, under the Corporate

Governance section: https://cmb.tech/investors/

corporate-governance/policies-and-documentation.

New York Stock Exchange

Listing

Following the dual listing of the Company’s shares

on the New York Stock Exchange on 23 January

2015, the New York Stock Exchange Corporate

Governance rules for Foreign Private Issuers

became applicable to the Company. The Company

therefore registered as a reporting company under

the US Securities and Exchange Act of 1934, as

amended. As a further result of this listing, the

Company is subject to the US Sarbanes-Oxley Act

of 2002 and to certain US Securities laws and

regulations relating to corporate governance

applicable to reporting companies that are foreign

private issuers and are subject to suspended

reporting obligations (SEC).

Oslo Børs listing

Following the secondary listing of the Company’s

shares on Euronext Oslo Børs on 20 August 2025, the

Company became subject to certain rules and

regulation applicable to issuers with shares listed on

this regulated market. As the Company is secondary

listed on Euronext Oslo Børs and Belgium remains the

Company’s home member state, the Company is

however exempted from a majority of such Norwegian

securities trading rules and regulations. There are

hence no or very limited additional material reporting or

compliance requirements applicable to the Company

as a result of the secondary listing on Euronext Oslo

Børs, beyond those that the Company was already

subject to as a result of its primary listing on Euronext

Brussels. The Company will however need to publish

and distribute its financial and other reporting through

the Oslo Stock Exchange’s distribution system and

official storage mechanism, www.newsweb.no on the

Company’s OSE ticker, “CMBTO”.

The Company has elected not to report on the

Norwegian Corporate Governance Code, but will

continue to annually publish a corporate

governance statement in accordance with the 2020

Corporate Governance Code and the BCCA.

Corporate Governance

The company has a two-tier governance model

including a Supervisory Board and a Management

Board as set out in article 7:104 and following of the

BCCA.

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CMB.TECH - Annual Report 2025

Capital, shares and shareholders

Table 12: Shareholder structure on 31 December 2025

Capital and shares

On 31 December 2025 the registered share capital

of CMB.TECH amounted to USD 343,439,903.39

and was represented by 315,977,647 shares

without par value.

The shares are in registered or dematerialised

form and may be traded on the New York Stock

Exchange, Euronext Oslo Børs or Euronext

Brussels, depending on which component of

the share register they are registered in. Shares

may be transferred from one component to the

other after completion of a procedure for

repositioning.

Senior unsecured bonds

On 2 September 2021, the company successfully

placed $200 million senior unsecured bonds. The

bonds, issued by Euronav Luxembourg S.A. and

guaranteed by CMB.TECH (then named Euronav

NV), mature in September 2026 and carry a

coupon of 6.25%. The bonds are listed on the

Oslo Stock Exchange as of 22 March 2022.

Treasury shares

On 31 December 2025 CMB.TECH held

25,807,878 of its own shares.

Shareholders and shareholders’

structure

On 31 December 2025, and taking into account

the transparency declarations available on that

date, the shareholders’ structure was as shown

in the table.


Shareholder	Shares	Percentage of total # shares	Percentage of total # of voting shares
CMB.TECH (treasury shares)	25,807,878	8.17%	—%
Saverco NV	24.400	0.01%	0.01%
CMB NV	178,726,458	56.56%	61.59%
Total	204,558,736	64.74%	61.60%

Shareholder	Shares	Percentage
Other	111,418,911	35.26%	38.40%
Total	315,977,647	100.00%	100.00%

137

CMB.TECH - Annual Report 2025

Supervisory Board


Name	Type of mandate	First appointed	End term of office
Patrick De Brabandere*	Non-Independent Member, Chair	March 2023	AGM 2026
Patrick Molis**	Independent Member	November 2023	AGM 2026
Catharina Scheers	Independent member	November 2023	AGM 2026
Bjarte Bøe	Non-Independent Member	November 2023	AGM 2026
Gudrun Janssens	Independent Member	August 2025	AGM 2026
Carl E. Steen	Independent Member	September 2025	AGM 2026

*as Permanent Representative of Debemar BV

** as Permanent Representative of Compagnie Nationale de Navigation SAS

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CMB.TECH - Annual Report 2025

Hereunder follows a list of biographies of the members of the Supervisory Board

in the composition on 31 December 2025.

Patrick De Brabandere^* -

Non- Independent Member

Mr. Patrick De Brabandere serves on the

Supervisory Board since the SGM of 23

March 2023 as a non-independent member.

He is the Chairman of the Supervisory Board

and the Chairman of the Audit and Risk

Committee.

Patrick De Brabandere holds a degree in

Applied Economic Sciences from UCL

Louvain-la Neuve. He started his career at the

audit firm Arthur Andersen. In 1987, he joined

Almabo, the former holding company of the

Saverys family, as Project Controller. He

became CFO of CMB NV in 1998 and was

appointed director of CMB NV in 2002. In

2003, following the partial demerger of Exmar

NV from CMB NV, he became director and

CFO of Exmar NV, then COO. In 2020 he

became CFO of Exmar NV again until June

2022. He currently is a director of CMB NV.

Patrick Molis^* -

Independent Member

Mr. Patrick Molis serves on the Supervisory Board since

the SGM of 21 November 2023 as an independent

member.

Mr. Patrick Molis graduated from the Institut d’Etudes

Politiques de Paris and holds a Master’s degree in law

from Paris X Nanterre. He started his career as a

Magistrate at the Cour des Comptes after joining the

National School of Administration. Mr. Patrick Molis was

General Manager of Union Normande Investissement

(1989-1992), CFO of Worms & Cie Group (1994-1997),

General Manager of Compagnie Nationale de Navigation

(1995- 1998), Chairman of the Board of Compagnie du

Ponant (2012-2015) and Chairman and CEO of Héli-Union

(2013-2022). He is currently Chairman of Compagnie

Nationale de Navigation (since 1998), and director of

Sabena Technics. He has previously served as member

of the board of directors of Euronav Luxembourg

(1995-2001), Euronav (2004-2010), Compagnie Maritime

Nantaise (1995-2017), Compagnie Méridionale de

Navigation (2008-2022) and of the Conseil d’orientation

du Domaine national de Chambord (2007-2017). Mr.

Patrick Molis has been awarded the titles of Knight of the

Legion of Honour and Officer of the Order of Merit.

Catharina Scheers -

Independent Member

Mrs. Catharina Scheers serves on the Supervisory

Board since the SGM of 21 November 2023 as an

independent member.

Mrs. Catharina Scheers holds a Master’s degree in

Communication and Media from KU Leuven and a

Bachelor’s degree in Political and Social Science

from the University of Antwerp. She started her

career with Fast Lines in 1993. She is the owner

and managing director of Fast Lines Belgium and

has been appointed Chair of the company since

2003. She is currently also a member of the board

of directors of BSF (Belgian Shipping Federation), a

member of the board of BRABO and a member of

WISTA (Women’s International Shipping and

Trading Association). In 2021, Mrs. Catharina

Scheers received the ESPA “Maritime Figure of the

Year” award.

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CMB.TECH - Annual Report 2025

Bjarte Bøe -

Non-Independent Member

Mr. Bjarte Bøe serves on the Supervisory Board

since the SGM of 21 November 2023 as a non-

independent member.

Mr. Bjarte Bøe graduated from the Norwegian

School of Economics and Business Administration

(NHH) in 1983. He joined RS Platou and worked as

a shipbroker in Houston and Oslo. In 1986 he

joined Christiania Bank, later named Nordea, and

worked in Oslo and London until 1995, when he

joined SEB. He worked in various managerial

positions, including head of Shipping Finance and

head of Investment Banking in Oslo and

Stockholm until 2019. He has served as a director

of Seadrill, Hermitage Offshore and Agera

Venture. He also sat on the board of CMB.TECH

Enterprises (named CMB.TECH at the time) from

April 2021 until February 2022. He is a serving

board member of Eika Group (a Norwegian

savings bank group) since April 2023. He is

Chairman of Merkantilbygg (a Norwegian property

company) since August 2024. He was Chairman

of Ellos AB (a Swedish retail company) during

restructuring from July '24 until October '24. He is

Chairman of Jøtul (a Norwegian wood stove

producer) since January 2025 (under

restructuring).

Gudrun Janssens -

Independent Member

Mrs. Gudrun Janssens had been a member of the

Supervisory Board since 27 August 2025 as an

independent member.

Mrs Gudrun Janssens oversees BIMCO's EU-related

marine environment, safety and technical affairs from

the Brussels office. She has significant expertise in

ship recycling. She studied Chemistry with a focus

on environmental sciences and began her

professional career at the Public Waste Agency of

Flanders in 2000.

As a senior policy advisor and member of the Belgian

delegation to the IMO, she was involved in shaping

the Belgian policy on ship waste management and

ship recycling for over 15 years. Ms Gudrun

Janssens also worked for the European Community

of Shipowners’ Association (ECSA) and the Royal

Belgian Shipowners Association as Head of

Environmental and Technical Affairs, managing

environmental and climate-related shipping issues at

both European and international levels.

Carl Steen -

Independent Member

Mr. Carl Steen has been a board member since 25

September 2025 and serves on our Remuneration

Committee. He graduated in 1975 from ETH Zurich

Switzerland with a M.Sc. in Industrial and

Management Engineering. After working for a

number of high profile companies in Norway, he

moved to Luxembourg in 1983 and started his

banking career in Christiania Bank Luxembourg. Mr

Steen joined Nordea Bank from 2001 to February

2011 as head of the banks Shipping, Oil Services &

International Division. Mr Steen has been director in

various Norwegian and international companies

within the shipping, offshore and banking sphere.

From 2015-2022 he was Chairperson in Euronav NV.

He now serves as Chairperson in Wilhelmsen

Holding ASA and holds directorship in Golar LNG Ltd

and Himalaya Shipping Ltd.

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CMB.TECH - Annual Report 2025

Composition

The Supervisory Board currently consists of six

members. Four are Independent Members under

the Belgian Corporate Governance rule, Rule 10A-3

promulgated under the US Securities Exchange Act

of 1934, and the rules of the NYSE. The articles of

association provide that the members of the

Supervisory Board can be appointed for a period

not exceeding four years per mandate but are

eligible for re-election. The company's articles of

association do not set an age limit for the members

of the Supervisory Board.

Gender diversity

In accordance with the Corporate Governance Code

and the BCCA, the Supervisory Board must be

composed in a manner compliant with the principles

of gender diversity, as well as of diversity in general.

The Supervisory Board of CMB.TECH currently

consists of four men and two women with varying

yet complementary expertise. The Supervisory

Board has been made aware of the law of 28 July

2011 on gender diversity and the recommendations

issued by the Corporate Governance and

Nomination Committee following the enacting of the

law with regard to the representation of women on

Supervisory Boards of listed companies.

The Management Board consists of five men: they

are all based in Belgium. They all hold academic

degrees in various disciplines such as law and

finance. Their ages vary between 41 and 64.

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CMB.TECH - Annual Report 2025

Functioning of the Supervisory Board

In 2025 the Supervisory Board formally met twelve times for a Board meeting. The attendance rate of

the members was the following:


Name	Type of mandate	Meetings attended
Marc Saverys	Non-Independent Member - Chairman until 27 August 2025	8 out of 9 (start mandate March 2023 - end mandate August 2025)
Patrick De Brabandere *	Non-Independent Member - Chairman as of 27 August 2025	11 out of 12 (start mandate March 2023)
Julie De Nul	Independent Member until 25 September 2025	10 out of 10 (start mandate March 2023 - end mandate September 2025)
Patrick Molis **	Independent Member	12 out of 12 (start mandate March 2023)
Catharina Scheers	Independent Member	12 out of 12 (start mandate May 2023)
Bjarte Bøe	Non-Independent Member	12 out of 12 (start mandate November 2023)
Gudrun Janssens	Independent Member	3 out of 3 (start mandate August 2025)
Carl Steen	Independent Member	2 out of 2 (start mandate September 2025)

*as Permanent Representative of Debemar BV

**as Permanent Representative of Compagnie Nationale de Navigation SAS

Besides formal meetings, the Supervisory Board members of CMB.TECH are regularly in contact with

each other, by conference call or via e-mail.

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CMB.TECH - Annual Report 2025

Working procedures

On 20 February 2020 the extraordinary

shareholders meeting implemented the BCCA

and adopted new articles of association including

a two-tier governance model. The powers and

responsibilities of the Supervisory Board are

those outlined in article 7:109 of the BCCA and

section III.1 of the Corporate Governance Charter.

All decisions of the Supervisory Board are taken

in accordance with article 19 of the articles of

association. A copy of the articles of association

and the new Corporate Governance Charter can

be consulted at https://cmb.tech/investors/

corporate-governance.

The Supervisory Board is the ultimate supervisory

body of the company. It is responsible for the

general policy and strategy of the company and

has the power to perform all acts that are

exclusively reserved to it by the Code of

Companies and Associations. The Supervisory

Board supervises the Management Board.

The Supervisory Board pursues the success of

the company in terms of shareholder value while

giving consideration to the corporate, social,

economic and environmental responsibility,

gender diversity and diversity in general. In doing

so, members of the Supervisory Board shall act

honestly and in good faith with a view to the best

interests of the company.

Activity report 2025

In 2025 CMB.TECH’s Supervisory Board deliberated

on a variety of topics, including but not limited to:

– Mid- and long-term strategic perspectives for the

company;

– Capital allocation strategy and implementation,

including quarterly return to shareholders by

way of dividend and/or share buybacks;

– Sustainability matters, including developments

regarding alternative fuels, propulsion methods

and ESG related regulatory developments;

– The acquisition of a stake in Golden Ocean

Group Limited and related financing;

– The share-for-share merger with Golden Ocean

Group Limited;

– The resignation of Mr. Marc Saverys and Ms.

Julie De Nul and the co-optation of Ms. Gudrun

Janssens and Mr. Carl Steen;

– The diversification, decarbonisation and optimi-

sation of the company’s fleet;

– The impact of Russia’s invasion of Ukraine on

the crude oil and transport markets;

– The impact of the Houthi attacks on shipping in

the Red Sea;

– The impact of sanctions on Iran with regards to

the carriage of crude oil by the dark fleet;

– Fleet management strategy and implementation,

including sales and purchases of vessels;

– Overseeing the sale of several Suezmaxes and

VLCCs and the purchase of several eco-type

VLCCs and Suezmax newbuildings;

– (Re-)financing of existing as well as newly

acquired vessels;

– The global refinancing of all outstanding loans;

– Corporate governance matters;

– The company culture and its values;

– Risk management, including third party risk

management policy and processes;

– Health, Safety, Quality and Environment (HSQE)

matters.

Procedure for conflicts of interest and

related party transactions

The procedure for related parties transactions within

the Supervisory Board is set out in the BCCA. In the

course of 2025, no decisions taken by the Supervisory

Board required the application of the conflict of interest

procedure as set out in provision 7:115 of the BCCA.

The annual report contains a summary of all

announcements during the financial year, which can

be found on p 35-40. More detailed information can

be found on our website: https://cmb.tech/

investors/press-releases

143

CMB.TECH - Annual Report 2025

Supervisory Board Committees

Audit and Risk Committee

Composition

In accordance with Article 7:119 of the BCCA and provision 4.3 of the Belgian

Corporate Governance Code 2020, the Audit and Risk Committee must count at

least three Supervisory Board Members, of which at least one is an Independent

Member. On 31 December 2025 the Audit and Risk Committee of CMB.TECH

counts three Supervisory Board members, of which two are Independent Members.

As of 31 December 2025, the composition of the Audit and Risk Committee was

as follows:


Name	End term of office	Independent Member
Patrick de Brabandere*¹	2026
Catharina Scheers ²	2026	x
Patrick Molis**	2026	x

1 Expert in accounting, internal control over financial reporting and audit related matters

(see biography) in accordance with Article 3:6 paragraph 1, °9 of the Belgian Companies

and Associations Code

*as Permanent Representative of Debemar BV

** as Permanent Representative of Compagnie Nationale de Navigation SAS

2 Ms. Scheers was replaced in the Audit and Risk Committee by Mr. Carl E. Steen on 24

March 2026

Powers

The Audit and Risk Committee handles a wide range of financial reporting,

controlling and risk management matters and is responsible for the appointment,

the compensation and the oversight of the independent auditor. Its main

responsibilities and functions are described in the Corporate Governance Charter.

The Audit and Risk Committee reviews its terms of reference periodically and

where changes are useful or required, makes recommendations to the

Supervisory Board with the aim of ensuring the composition, responsibilities and

powers of the Committee comply with applicable laws and regulations.

Activity report 2025


Name	Type of mandate	Meetings attended
Patrick de Brabandere * (Chair)	Chair & non-independent member	8 out of 8 (start mandate March 2023)
Catharina Scheers	Independent Member	7 out of 8 (start mandate November 2023)
Patrick Molis **	Independent Member	8 out of 8 (start mandate November 2023)

*as Permanent Representative of Debemar BV

** as Permanent Representative of Compagnie Nationale de Navigation SAS

During these meetings, the key elements discussed within the Audit and Risk

Committee included financial statements, impairment methodology, assumptions

(including residual values used for vessels) and depreciations, fuel inventory

valuation, external and internal audit reports, quality and performance of the

external audit process, external audit approach and independence, the internal

audit function, old and new financing and related covenants, ESEF

implementation, accounting policies, matters related to section 302 and 404 of

the Sarbanes-Oxley Act and the effectiveness of the internal control over financial

reporting, third party risk management policy and procedures, the Belgian annual

report, the annual report on Form 20-F, certain company policies, significant

transactions or important claims, organisation and staffing of the finance teams,

GDPR implementation and monitoring, cybersecurity, tax matters, risk

management process and framework and the risk register, and whistleblowing.

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Remuneration Committee

Composition

As of 31 December 2025, the Remuneration Committee of CMB.TECH counted

three Supervisory Board members, all being Independent Members. In this

respect, CMB.TECH is in compliance with Article 7:120 of the BCCA and Article

4.3 of the Belgian Corporate Governance Code 2020, pursuant to which a

Remuneration Committee should comprise at least three members, a majority

being Independent Members.

As of 31 December 2025, the Remuneration Committee was composed as

follows:


Name	End term of office	Independent members
Carl Steen	2026	x
Gudrun Janssens¹	2026	x
Catharina Scheers	2026	x

1 Ms. Janssens was replaced in the Remuneration Committee by Mr. Bjarte Bøe on 24

March 2026

Powers

The Remuneration Committee has various advisory responsibilities related to the

remuneration policy of members of the Supervisory Board, members of the

Management Board and employees in general. The Corporate Governance

Charter contains a detailed list of the powers and responsibilities of the

Remuneration Committee.

The Remuneration Committee makes recommendations to the Supervisory Board

related to the remuneration of the Supervisory Board members and Management

Board members, including variable remuneration, incentives, bonuses etc. in line

with suitable industry benchmarks.

The Remuneration Committee reviews its terms of reference periodically and

where changes are useful or required, makes recommendations to the

Supervisory Board with the aim of ensuring the composition, responsibilities and

the powers of the Committee comply with applicable laws and regulations.

Activity report 2025

In 2025 the Remuneration Committee met two times. The attendance rate of the

members was as listed hereafter:


Name	Type of mandate	Meetings attended
Julie De Nul	Previous Chair & Independent member	1 out of 1 (start of mandate May 2023 - end of mandate September 2025)
Carl Steen	Current Chair & Independent member	1 out of 1 (start of mandate September 2025)
Patrick De Brabandere*	Previous Non- independent member	1 out of 1 (start of mandate March 2023 - end of membership of the Remuneration Committee September 2025)
Catharina Scheers	Independent member	2 out of 2 (start of mandate November 2023)
Gudrun Janssens	Independent member	1 out of 1 (start of mandate August 2025)

*as Permanent Representative of Debemar BV

During these meetings the key elements discussed within the Remuneration

Committee included the remuneration report in the annual report, the

remuneration of the Supervisory Board Members and members of the

Management Board, the KPIs for the members of the Management Board and the

annual bonus for the members of the Management Board and employees.

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Corporate Governance and Nomination Committee

Composition

On 31 December 2025, the Corporate Governance and Nomination Committee of

CMB.TECH counted three Supervisory Board members, two of which are

independent members. In this respect, CMB.TECH is in compliance with provision

4.19 of the Belgian Corporate Governance Code of 2020, pursuant to which a

Nomination Committee should comprise a majority of independent members. The

composition of the Committee was further determined taking into account

members’ expertise in this area and their availability, given other Committee

memberships.

As of 31 December 2025, the Corporate Governance and Nomination Committee

was composed as follows:


Name	End term of office	Independent member
Patrick Molis*	2026	x
Gudrun Janssens	2026	x
Bjarte Bøe	2026

* as Permanent Representative of Compagnie Nationale de Navigation SAS

Powers

The Corporate Governance and Nomination Committee’s role is to assist and

advise the Supervisory Board on all matters related to the composition of the

Supervisory Board and its Committees as well as the composition of the

Company’s Management Board, evaluation of the performance of the Supervisory

Board, its Committees and the Management Board, and in any other matters

relating to corporate governance. The Corporate Governance Charter contains a

detailed list of the powers and responsibilities of the Corporate Governance and

Nomination Committee.

Activity report 2025

In 2025 the Corporate Governance and Nomination Committee met five times.

The attendance rate of the members was as follows:


Name	Type of mandate	Meetings attended
Patrick Molis*	Chair & Independent member	4 out of 5 (start of mandate November 2023)
Julie De Nul	Previous independent member	4 out of 4 (start of mandate May 2023 - end of mandate September 2025)
Bjarte Bøe	Non-Independent member	5 out of 5 (start of mandate November 2023)
Gudrun Janssens	Independent member	1 out of 1 (start of mandate August 2025)

* as Permanent Representative of Compagnie Nationale de Navigation SAS

During these meetings the key elements discussed within the Corporate

Governance and Nomination Committee included the composition of the

Supervisory Board and its Committees, including gender diversity considerations,

U.S. and Belgian law and Corporate Governance requirements, the assessment of

the Supervisory Board and its Committees, the resignation by Mr. Marc Saverys

and Ms. Julie De Nul and appointment of Ms. Gudrun Janssens and Mr. Carl

Steen, the Supervisory Board education and leadership development, as well as

governance structure.

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Sustainability Committee

Composition

As of 31 December 2025, the Sustainability Committee of CMB.TECH counted

five members: two Supervisory Board members, one is independent, and three

members of the Management Board. The composition of the Committee is

determined taking into account members’ expertise given other Committee

memberships.

As of 31 December 2025, the Sustainability Committee is composed as follows:


Name	End term of office	Independent Member
Catharina Scheers	2026	x
Bjarte Bøe¹	2026
Alexander Saverys	n/a	n/a
Ludovic Saverys	n/a	n/a
Benoit Timmermans	n/a	n/a

1 Mr. Bøe was replaced in the Sustainability Committee by Ms. Gudrun Janssens on 24

March 2026

Powers

The Committee is an advisory body to the Supervisory Board. The main role of

the Committee consists of assisting and advising the Supervisory Board to

monitor the performance, as well as to determine the key risks and opportunities

that the company faces in relation to environmental, social and climate matters. In

this respect, the Committee oversees the company’s conduct and performance

on sustainability matters as well as its reporting thereon. The Committee informs

the Supervisory Board and makes recommendations to the Supervisory Board

when it deems appropriate on any area within its remit where action or

improvement is needed. Additionally, the Sustainability Committee monitors the

effectiveness of the organisation to meet stated goals and targets in relation to

sustainability matters.

Activity report 2025

In 2025, the Sustainability Committee met once. The attendance rate of the

members was as follows:


Name	Type of mandate	Meetings attended
Catharina Scheers	Chairwoman & Independent Member	1 out of 1 (start of mandate November 2023)
Bjarte Bøe	Non-Independent Member	1 out of 1 (start of mandate November 2023)
Alexander Saverys	CEO	1 out of 1 (start of mandate November 2023)
Ludovic Saverys	CFO	1 out of 1 (start of mandate November 2023)
Benoit Timmermans	CSO	1 out of 1(start of mandate November 2023)

During this meeting, the Committee took stock of existing ESG initiatives within

the company.

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Evaluation of the

Supervisory Board and its

Committees

The main features of the process for the evaluation

of the Supervisory Board, its Committees and the

Individual Members are described in CMB.TECH’s

Corporate Governance Charter.

In 2025 an internal Supervisory Board assessment

was conducted, assessing its size, composition and

performance, as well as that of its committees. The

assessment was discussed amongst all board

members during a Board meeting and the results of

the assessment were overall satisfactory.

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Management Board

Composition

In application of Article 7:104 of the BCCA, the operational

management of the Company is entrusted to the Management

Board, chaired by the CEO. The members of the Management

Board are appointed by the Supervisory Board upon

recommendation of the Corporate Governance and

Nomination Committee and in consultation with the CEO,

taking into account the need for a balanced Management

Board.

Powers

The Management Board has the power to carry out all acts

necessary or useful to the realisation of the Company's

objectives, with the exception of those reserved by law to the

Supervisory Board or the general shareholders’ meeting.

Accordingly, the Management Board is exclusively

empowered for the operational functioning of the Company

and has all residual powers. The powers of the Management

Board are outlined in article 7:110 of the BCCA.

Procedure for conflicts of interest

The procedure for conflicts of interest within the Management

Board is set out in article 7:117, §1 of the BCCA and in the

Company’s Corporate Governance Charter. In the course of

2025, no decision taken by the Management Board required

the application of the conflict of interest procedure.

At 31 December 2025, the Management Board was composed

as follows:

Alexander Saverys¹

Chief Executive Officer

Ludovic Saverys²

Chief Financial Officer

Michael Saverys³

Chief Chartering Officer

Maxime Van Eecke⁴

Chief Commercial Officer

Benoit Timmermans⁵

Chief Strategy Officer

1. Alexander Saverys - Permanent representative of Hof Ter Polder BV

2. Ludovic Saverys - Permanent representative of Succavest NV

3. Michaël Saverys - Permanent representative of Gemadi BV

4. Maxime Van Eecke - Permanent representative of Mavecom BV

5. Benoit Timmermans - Permanent representative of Blacksquare BV

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Remuneration report

The remuneration report describes the

remuneration of the CMB.TECH Management Board

members and how executive compensation levels

are set. The Remuneration Committee (hereinafter

“RemCo”) oversees the executive compensation

policies and plans.

CMB.TECH remuneration policy

Objectives

The purpose of the CMB.TECH remuneration policy

(hereinafter referred to as ‘the Policy’) is to define,

implement and monitor an overall group

remuneration philosophy and framework, in line with

group and local regulatory requirements. More

specifically, the Policy is intended to:

– Reward fairly and competitively, ensuring the

organisation’s ability to attract, motivate and

retain highly skilled talent in an international

marketplace by providing them with a

balanced and competitive remuneration

package;

– Promote accountability, coherent with

CMB.TECH’s values, identity and culture;

– Differentiate reward by performance and

recognise sustained (over)achievement of

performance;

– Pursue long-term value creation and alignment

with the strategy, purpose and core values of

CMB.TECH, taking into consideration the

interests of all stakeholders;

– Align remuneration practices while respecting

local (country) market practice and regulation;

– Follow sound principles of corporate

governance, of responsible business conduct

and comply with all legal requirements;

– Observe principles of balanced remuneration

practice that contribute to sound risk

management and avoid risk-taking that exceeds

the risk tolerance limits of CMB.TECH.

Legal framework

The policy is drafted in compliance with the

requirements for listed companies such as:

– The Directive (EU) 2017/828 of the European

Parliament and of the Council of 17 May 2017

amending Directive 2007/36/EC as regards the

encouragement of long-term shareholder

engagement (so-called Shareholders’ Rights

Directive II, or Say on pay Directive);

– The Belgian Companies and Associations Code

(the Act of 23 March 2019 introducing the

Companies and Associations Code);

– The Belgian Corporate Governance Code of

2020 (within the meaning of Article 3:6(2) of the

Companies and Associations Code by the Royal

Decree of 12 May 2019).

Scope

This policy is established, implemented, and

maintained in line with the CMB.TECH business and

risk management strategy, with the company

objectives and the long-term interests and

performance of CMB.TECH. It aims to encourage

responsible business conduct, fair treatment, and to

avoid conflict of interest in the relationships with

internal and external stakeholders.

This policy consists of an overall framework

applicable to all staff members of CMB.TECH NV

(further referred to as CMB.TECH) and its

subsidiaries. It contains specific arrangements for

the Members of the Supervisory Board and the

Members of the Management Board.

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Governance

General

The general principles set out in this policy are

drawn up by the Supervisory Board, which assumes

the ultimate responsibility for this policy and shall

ensure that it is applied properly.

The Supervisory Board submits this policy to the

General Shareholders’ meeting to enable the

Shareholders to vote on it for approval. CMB.TECH

shall take the necessary steps to address concerns

in case of non-approval, and consider adapting it.

The remuneration policy shall be submitted to a

vote by the General Meeting at every material

change, and in any case at least every four years.

The policy is reviewed annually to ensure that the

internal control systems and mechanisms and other

arrangements are effective and that its principles

are appropriate and consistent with the objectives

defined in article 1 of this Policy.

This assessment will be carried out, under the

supervision of the Supervisory Board, upon

recommendation of the Remuneration Committee

and Human Resources.

At the advice of the Remuneration Committee the

Supervisory Board may deviate from any items of

this policy under exceptional circumstances, to

protect the long-term interests and sustainability

of the company as a whole, or to guarantee its

viability, on the understanding that any such

deviation shall be temporary and shall only last

until a new remuneration policy has been

established. Any deviation from this policy will be

reported in the remuneration report.

Bodies and functions implied regarding

the remuneration

The following bodies or functions are involved in the

definition, implementation and monitoring:

(a) The Supervisory Board

The Supervisory Board determines the general

principles of the remuneration policy and the

specific principles, upon recommendation of the

Remuneration Committee and Human Resources. It

decides on the remuneration of the members of the

Management Board based on input and

recommendations provided by the Remuneration

Committee.

(b) The Remuneration Committee (RemCo)

The RemCo advises the Supervisory Board on the

development, the implementation and the

continuous assessment of the remuneration policy

to be in alignment with the objectives defined in

Article 1 of this Policy.

It advises in all matters relating to the

remuneration of the Supervisory Board members,

the Management Board members and other

identified staff, ensuring that all legal and

regulatory disclosure requirements are fulfilled.

To safeguard coherence throughout the group,

the RemCo makes recommendations to the

Supervisory Board on the implementation of the

group’s remuneration principles.

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The RemCo makes recommendations to the

Supervisory Board on the annual objectives and

subsequent evaluation of the performance of the

CEO and of the other Management Board members

(based on an evaluation of the performance of each

member submitted by the CEO).

The implementation of this policy is ensured by the

Management Board, with assistance of the

Remuneration Committee and Human Resources.

(d) Human Resources

The Head of HR

– Assists the Management Board in ensuring the

implementation and review of this policy and

induces action whenever appropriate;

– Monitors market practice and regulation and

proposes required changes to this policy to the

RemCo for approval by the Supervisory Board

accordingly;

– Consults with the local HR Manager (or

responsible) to ensure and facilitate the

implementation of this policy at the level of the

local entities.

The local HR Manager or local HR Responsible

– Ensures the execution and implementation of this

policy;

– Establishes a compliant local remuneration

policy;

– Consults first with the Management Board and

Head of HR on any fundamental change in the

local remuneration policy due to local

regulations.

General principles of the CMB.TECH

remuneration policy

General Principles

This policy will be applied fairly, ensuring that equal

opportunities are given to all employees regardless

of age, gender, race, beliefs, (dis)ability or any other

difference.

Severance payments are based on contractual

terms and conditions and cannot reward failure.

Any substantive structural changes of the

remuneration structure shall be subject to a formal

assessment by the Head of HR, prior to being

presented to the Management Board, RemCo or

Supervisory Board.

CMB.TECH Remuneration Structure

Remuneration consists out of an adequate fixed

(base salary + benefits) component and the

possibility of variable remuneration.

The fixed component of the remuneration has to

represent a sufficiently high proportion of the total

remuneration to avoid the staff member being

overly dependent on other components.

a. Fixed remuneration

Fixed remuneration consists of a base

compensation and fringe benefits and is set on an

individual basis with regards to the market salary of

the position, the relevant professional experience

and organisational responsibility, as set out in the

job description.

The determination and evolution of the base

remuneration is based on an objective categorising

of the function according to a validated framework

of an external provider, defined at country level in

accordance with local market practice.

Fringe benefits include health insurance plans and

other benefits. These benefits are developed

according to local regulation and local market

practice.

b. Variable remuneration

Every year, the Management Board will analyse the

Company’s, teams and individual performances.

Thereafter, it will make a proposal to the

Supervisory Board on a potential bonus. The bonus

will be expressed in an amount of months’ salary.

The remuneration of the Board

members

Members of the Supervisory Board

The amount and structure of the remuneration of

Supervisory Board members is submitted to

approval at the General Meeting of Shareholders by

the Supervisory Board, based on recommendations

of the RemCo and taking into account the Members’

general and specific responsibilities and per general

market principle.

Supervisory Board members receive a fixed fee and

an attendance fee per Board and Committee

meeting attended. The table below gives an

overview of the fixed fees and attendance fees

applicable.

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Table 23: Remuneration of the board members


	Fixed fee		Attendance fee
	Chair	Member	Chair	Member	Cap
Supervisory Board	€ 160,000	€ 60,000	€ 10,000	€ 10,000	maximum of € 40,000 per year
Audit and Risk Committee	€ 40,000	€ 20,000	€ 5,000	€ 5,000	maximum of € 20,000 per year
Remuneration Committee	€ 7,500	€ 5,000	€ 5,000	€ 5,000	maximum of € 20,000 per year
Corporate Governance and Nomination Committee	€ 7,500	€ 5,000	€ 5,000	€ 5,000	maximum of € 20,000 per year
Sustainability Committee	€ 7,500	€ 5,000	€ 5,000	€ 5,000	maximum of € 20,000 per year

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Supervisory Board members do not receive

performance related remuneration, such as bonuses

or remuneration related shares or share options, nor

fringe benefits or pension plan benefits.

Members of the Management Board

The remuneration of the Management Board

members is subject to the principles laid down in

the remuneration policy, following the same

framework as the wider employee’s population with

specific stipulations for the following parts:

Fixed remuneration

– Management Board members working under a

consultancy agreement do not participate in

CMB.TECH’s collective pension scheme, nor are

they entitled to customary fringe benefits as this

has been taken into account and integrated in

the fixed salary;

– The size of the total remuneration is reviewed

every three years;

– No fixed annual remuneration or attendance fees

of any kind are due to Management Board

members for attending Board or Committee

meetings.

Variable remuneration

Variable remuneration is yearly decided by the

Supervisory Board on recommendation of the RemCo.

Contractual terms

The members of the Management Board have

entered into consultancy agreements with

CMB.TECH, and the terms and conditions are

aligned with the provisions of The Corporate

Governance Code of 2020.

Duration and notice period

The consultancy agreements are contracts with an

open end and can be terminated by both parties at a

notice period of:


Executive Member	Notice period*	Change of control
CEO	12/6 months	18 months
CFO	12/6 months	18 months
Chief Chartering Officer	12/6 months	18 months
Chief Strategy Officer	12/6 months	18 months
Chief Commercial Officer	12/6 months	18 months

*Terminated by company / terminated by Consultant

Change of control arrangements are based on a

‘double -trigger’ structure. This means that both a

specified change of control event and a termination

of the Management Board member’s employment

must take place for any change of control based

severance payment to materialise.

Compensatory Awards

The RemCo has the flexibility to make compensatory

awards to new Management Board members, to

compensate the Management Board member for

benefits lost as a result of joining CMB.TECH. These

awards will consider the value of the forfeited awards

at the time of resignation. and will be in a similar form

as the awards which are being lost.

Clawback policy

On 5 December 2023, the company adopted a

policy regarding the recovery of erroneously

awarded compensation in accordance with the

applicable rules of the New York Stock Exchange

and the Exchange act.

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Remuneration report

Introduction

The remuneration of the Management Board members is subject to the principles laid down in the remuneration policy. (see above). The executive remuneration consists

of a fixed and variable remuneration. The fixed and variable remuneration in 2025 of the Management Board members is reflected in the table below.

Total remuneration

The remuneration in 2025 of the members of the Supervisory Board is reflected in the table below:

Table 25: Total remuneration in 2025


Name	Fixed fee	Attendance fee Board	Audit and Risk committee	Attendance fee Audit and Risk Committee	Remuneration Committee	Attendance fee Remuneration Committee	Corporate Governance and Nomination Committee	Attendance fee Corporate Governance and Nomination Committee	Sustainability committee	Attendance fee Sustainability Committee	Total
Marc Saverys	€ 80,000	€ 40,000	€ 0	€ 0	€ 0	€ 0	€ 0	€ 0	€ 0	€ 0	€ 120,000
Patrick De Brabandere*	€ 93,333	€ 40,000	€ 40,000	€ 20,000	€ 3,333	€ 5,000	€ 0	€ 0	€ 0	€ 0	€ 201,666
Julie De Nul	€ 45,000	€ 40,000	€ 0	€ 0	€ 3,750	€ 5,000	€ 5,000	€ 20,000	€ 0	€ 0	€ 118,750
Catharina Scheers	€ 60,000	€ 40,000	€ 20,000	€ 20,000	€ 5,000	€ 10,000	€ 0	€ 0	€ 7,500	€ 5.000	€ 167,500
Patrick Molis**	€ 60,000	€ 40,000	€ 20,000	€ 20,000	€ 0	€ 0	€ 7,500	€ 20,000	€ 0	€ 0	€ 167,500
Bjarte Bøe	€ 60,000	€ 40,000	€ 0	€ 0	€ 0	€ 0	€ 5,000	€ 20,000	€ 5,000	€ 5,000	€ 135,000
Gudrun Janssens	€ 30,000	€ 30,000	€ 0	€ 0	€ 2,500	€ 5,000	€ 1,250	€ 5,000	€ 0	€ 0	€ 73,750
Carl Steen	€ 15,000	€ 20,000	€ 0	€ 0	€ 1,375	€ 5,000	€ 0	€ 0	€ 0	€ 0	€ 41,375
Total	€ 443,333	€ 290,000	€ 80,000	€ 60,000	€ 15.958	€ 30,000	€ 18,750	€ 65,000	€ 12,500	€ 10,000	€ 1,025,541

* as permanent representative of Debemar BV

** as permanent representative of Compagnie Nationale de Navigation SAS

The Supervisory Board, following a recommendation by the Corporate Governance and Nomination Committee, decided at this stage not to comply with Clause 7.6 of the

Belgian Corporate Governance Code 2020 with regard to share remuneration for Supervisory Board members, taking into account several factors including the cyclicality

of the company’s business and share price which does not match well with the relevant holding requirements, the risk of debate as to potential conflicts of interest,

adversely impacting swift decision making, logical consistencies with CMB.TECH’s development to strong independent board composition and complicated tax

ramifications and practicalities related to the international composition of the Supervisory Board.

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CMB.TECH - Annual Report 2025

As at 31 December 2025, the Supervisory Board is composed as follows:

Supervisory Board Members


Name	Age	Position	Date of Expiry of Current Term
Patrick De Brabandere	67	Chairman - Non-Independent Director*	Annual General Meeting 2026
Patrick Molis	68	Independent Director**	Annual General Meeting 2026
Catharina Scheers	58	Independent Director	Annual General Meeting 2026
Bjarte Bøe	69	Non-Independent Director	Annual General Meeting 2026
Gudrun Janssens	49	Independent Director	Annual General Meeting 2026
Carl Steen	75	Independent Director	Annual General Meeting 2026

*as Permanent Representative of Debemar BV

** as Permanent Representative of Compagnie Nationale de Navigation SAS

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Remuneration of the Management Board for the reported financial year 2025

Table 27: Remuneration of the Management Board for the reported financial year


Name	Position	Fixed remuneration			One-year variable remuneration (1)	Extra ordinary items	Pension	Total Remuneration	Proportion of fixed remuneration	Proportion of variable remuneration
		Monthly Base Remuneration	Director Fees	Fringe benefits
Alexander Saverys represented by Hof ter Polder BV	CEO	€ 20,833	€ 0	€ 0	€ 62.499			€ 312.495	80%	20%
Ludovic Saverys represented by Succavest NV	CFO	€ 20,833	€ 0	€ 0	€ 62.499			€ 312.495	80%	20%
Michael Saverys represented by Gemadi BV	Chief Chartering Officer	€ 20,833	€ 0	€ 0	€ 62.499			€ 312.495	80%	20%
Maxime Van Eecke represented by Mavecom CommV	Chief Commercial Officer	€ 20,833	€ 0	€ 0	€ 62.499			€ 312.495	80%	20%
Benoit Timmermans represented by Blacksquare BV	Chief Strategy Officer	€ 20,833	€ 0	€ 0	€ 62.499			€ 312.495	80%	20%

(1) Discretionary bonus: 3 months Base monthly Remuneration.

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CMB.TECH - Annual Report 2025

Use of claw-back rights

No occurrence during the reported year.

Evolution of the remuneration and of the company’s performance

Table 28: Comparative table on change of remuneration and company performance over the last 4 financial years


Annual change	2022	2023	2024	2025
Aggregate executive compensation (1)
	€ 2,479,921	€ 2,305,812	€ 1,249,980	€ 1,249,980
Company's performance
Net profit achievement (M$)	203.3 M$	858.0 M$	870.8 M$	139.1 M$
Opex and Overhead performance G&A	51.7 M$	62.5 M$	77.8 M$	142.0 M$
Opex	192.4M$	210.5M$	185.3M$	386.7M$
Average remuneration on a full-time equivalent basis of employees (2)
	€ 63,625	€ 75,445	€ 68,840	€ 77,035
Ratio between highest remunerated Executive and least remunerated employee (3)
	2.57%	2.28%	5.51%	6.73%

(1) Only takes into account the fixed remuneration

(2) Situation as per December 2025, taken into account annual salaries, not including fringe benefits, not including variable remuneration

(3) Situation as per December 2025, taken into account annual salaries, not including fringe benefits, not including variable remuneration

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CMB.TECH - Annual Report 2025

Remuneration of the auditor BDO Bedrijfsrevisoren

Réviseurs d’entreprises (BDO)

Permanent representative: Veerle Catry

For 2025, the worldwide audit and other fees in respect of services provided by

the statutory auditor BDO can be summarised as follows:

Table 29: Audit fees


In USD	2025	2024
Audit services for the annual financial statements	2,795,143	2,090,730
Audit related services	13,842	3,478
Tax services	—	—
Other non-audit services	—	—
TOTAL	2,808,985	2,094,208

The limits prescribed by Article 3:62 of the BCCA were observed.

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CMB.TECH - Annual Report 2025

Information to be included in the annual report as per article 34 of

the Royal Decree of 14 November 2007

Capital structure

At the time of preparing this report, the registered

share capital of CMB.TECH was USD

343,439,903.39, represented by 315,977,647 shares

without par value. The shares are in registered or

dematerialised form. CMB.TECH currently holds

25,807,878 treasury shares. At the time of preparing

this report, no convertible bonds or perpetual

preferred equity instruments of the Company were

outstanding. No share buyback programs, stock

options or other rights to acquire shares of the

company are in place (except for the authorisation

granted to the Supervisory Board to acquire or sell

the Company’s own shares - see infra).

Restrictions on the exercise of

voting rights or on the transfer of

securities

Each share entitles the holder to one vote. There are

no securities issued by the Company which would

entitle the holder to special voting rights or control.

The articles of association contain no restrictions on

voting rights, and shareholders can exercise their

voting rights provided they are validly admitted to

the Shareholders’ Meeting and their rights are not

suspended. Pursuant to Article 12 of the articles of

association, the Company is entitled to suspend the

exercise of rights attached to shares belonging to

several owners. No person can vote at the

Shareholders’ Meeting using voting rights attached

to shares for which the formalities to be admitted to

the general meeting as laid down in Article 33 of the

articles of association or the law have not been

fulfilled in time or accurately. Likewise, there are no

restrictions in the articles of association or by law on

the transfer of shares.

As of the date of this report, the Supervisory Board

is not aware of any agreements among major

shareholders or any other shareholders that may

result in restrictions on the transfer of securities or

the exercise of voting rights. To the best knowledge

of the Supervisory Board, the major shareholders

have not entered into a shareholders’ agreement or

a voting agreement, nor do they act in concert.

General shareholders’ meeting

The ordinary General Shareholders’ Meeting is held

in Antwerp on the third Thursday of the month of

May, at 10.30am, at the registered office or any

other place mentioned in the convening notices. If

such date would be a bank holiday, the Annual

Shareholders’ Meeting would take place on the

preceding business day.

Change of control following a

public offer

There are no agreements between the Company

and its employees or the members of its

Supervisory Board providing for any compensation

in case of resignation or dismissal on account of a

public acquisition offer. However, if the agreement

with a member of the Management Board is

terminated for reasons of a change of control, the

member of the Management Board shall be entitled

to a compensation.

Apart from the foregoing and from the customary

change of control provision in the financing

agreements, the terms of the bonds issued by

Euronav Luxembourg S.A. which have been

guaranteed by the Company, the bareboat charter

parties in the framework of sale-and-lease-back

transactions CMB.TECH has entered into, there are

no other important agreements to which the

Company is a party and which enter into force, be

amended or be terminated in case of a change of

control of the Company following a public offer.

Appointment and replacement

of members of the Supervisory

Board

The articles of association (Article 15 and following)

and the CMB.TECH Corporate Governance Charter

contain specific rules concerning the

(re)appointment, the replacement and the

evaluation of members of the Supervisory Board.

The General Shareholders’ Meeting appoints the

Supervisory Board. The Supervisory Board submits

the proposals for the appointment or re-election of

members of the Supervisory Board, supported by a

recommendation of the Corporate Governance and

Nomination Committee, to the General

Shareholders’ Meeting for approval. If a Supervisory

Board member's mandate becomes vacant in the

course of the term for which such member was

appointed, the remaining Supervisory Board

members may provisionally fill the vacancy until the

following General Shareholders’ Meeting, which will

decide on the final replacement. A Supervisory

Board member nominated under such

circumstances is only appointed for the time

required to terminate the mandate of the member

whose place he has taken. Appointments of

Supervisory Board members are made for a

maximum of four years. After the end of his/her

term, each member is eligible for re-appointment.

160

CMB.TECH - Annual Report 2025

Amendments to articles of

association

The articles of association can be amended by the

Special General Meeting in accordance with the

Belgian Companies and Associations Code. Each

amendment to the articles of association requires a

qualified majority of votes.

Authorisation granted to the

Supervisory Board to increase

share capital

The articles of association (Article 7) contain specific

rules concerning the authorisation to increase the

share capital of the Company. By decision of the

Shareholders’ Meeting held on 22 May 2025, the

Supervisory Board has been authorised to increase the

share capital of the Company on one or several times

by a total maximum amount of USD 239,147,500 (with

possibility for the Supervisory Board to restrict or

suspend the preferential subscription rights of the

existing shareholders) during a period of five years as

from the date of publication of the decision, subject to

the terms and conditions to be determined by the

Supervisory Board.

Authorisation granted to the

Supervisory Board to acquire or

sell the company’s own shares

Article 13 of the articles of association contains the

principle that the Company and its direct and

indirect subsidiaries may acquire and sell the

Company’s own shares under the conditions laid

down by law. With respect to the acquisition of the

Company’s own shares, a prior resolution of the

General Meeting is required to authorise the

Company to acquire its own shares. Such an

authorisation was granted by the Special General

Meeting of 22 May 2025 and remains valid for a

period of five years as from the publication in the

Annexes to the Belgian Official Gazette of the

decision taken by such General Meeting. Pursuant

to this authorisation, the Company may acquire a

maximum of 60,000,000 shares of the Company at

a price per share not exceeding the maximum price

allowed under applicable law and not to be less than

EUR 0.01.

Appropriation of profits

The Supervisory Board may, from time to time,

declare and pay cash distributions in accordance

with the Articles of Association and applicable

Belgian law. The declaration and payment of

distributions, if any, will always be subject to the

approval of either the Supervisory Board (in the

case of ‘interim dividends’) or of the shareholders

(in the case of ‘regular dividends’, ‘intermediary

dividends’ or ‘repayment of share premiums’).

In general, under the terms of the debt agreements,

CMB.TECH is not permitted to pay dividends if there

is or will be as a result of the dividend a default or a

breach of a loan covenant. Belgian law generally

prohibits the payment of dividends unless, after the

distribution, the net assets do not fall beneath the

amount of the registered capital and, before the

dividend is paid out, 5% of the net profit must be

allocated to the legal reserve until this legal reserve

amounts to 10% of the share capital. No

distributions may occur if, as a result of such

distribution, the net assets would fall below the sum

of (i) the amount of the registered capital, (ii) the

amount of such aforementioned legal reserves, and

(iii) other reserves which may be required by the

Articles of Association or by law, such as the

reserves not available for distribution in the event

CMB.TECH holds treasury shares. CMB.TECH may

not have sufficient surplus in the future to pay

dividends and the subsidiaries may not have

sufficient funds or surplus to make distributions to

the company. CMB.TECH can give no assurance

that dividends will be paid at all. In addition, the

corporate law of jurisdictions in which the

subsidiaries are organised may impose restrictions

on the payment or source of dividends or additional

taxation for cash repatriation, under certain

circumstances.

The Supervisory Board decided to amend the

dividend policy to a full discretionary dividend policy

as of 5 December 2023.

Appropriation accounts

The result to be allocated for the financial year

amounts to USD 176,363,282.81. Together with the

profit of USD 1,068,879,803.43 from the previous

financial year, this results in profit balance to be

appropriated of USD 1,245,243,086.24.

For 2025 the shareholders’ distribution already paid

for amount to USD 0.10 per share as return to

shareholder. On February 24, 2026, the Company

declared an interim dividend of $0.16 per share,

which is expected to be paid on or about April 27,

2026.

The allocation of profits will be as follows:

Addition to equity (other reserves)

USD 0.00

Dividends

USD 75,444,139.89

Carried forward

USD 1,169,798,946.35

161

CMB.TECH - Annual Report 2025

Measures regarding

insider dealing and

market manipulation

In view of Regulation (EU) No 596/2014 of the

European Parliament and of the Council of 16 April

2014 on market abuse (market abuse regulation)

and repealing Directive 2003/6/EC of the European

Parliament and of the Council and Commission

Directives 2003/124/EC, 2003/125/EC and

2004/72/EC (the ‘Market Abuse Regulation’ or

‘MAR’), the Supervisory Board approved the current

version of the Company’s Dealing Code. The

Dealing Code includes restrictions on trading in

CMB.TECH shares during so called ‘closed periods’,

which have been in application for the first time in

2006, as well as other procedures and safeguards

the Company has implemented in compliance with

the Market Abuse Regulation.

The members of the Supervisory and Management

Boards and the employees of the CMB.TECH Group

who intend to deal in CMB.TECH shares must first

request clearance from the Compliance Officer.

Transactions that are to be disclosed in accordance

with the Market Abuse Regulation are being

disclosed at the appropriate time.

162

CMB.TECH - Annual Report 2025

Market prospects for 2026

163

CMB.TECH - Annual Report 2025

Market prospects for 2026

Bocimar – dry-bulk markets prospects ^[1]

In 2026, ton-mile demand across key dry bulk

commodities is forecasted as follows: iron ore is

projected to increase by 1.7%, coal is expected to

contract by 1.4%, and grain is anticipated to grow by

7.2%. The 'base case' outlook for 2026 signals the

potential for another moderate year in the bulker

markets, with overall conditions slightly improved

compared to 2025. Dry bulk trade is currently

estimated to expand by 2.0% in ton-miles,

marginally below the projected fleet growth of 3.5%

(Capesize 2.3%, Panamax 4.7%). However,

continued support from increased number of

lengthy special surveys and declining vessel

speeds may help maintain market equilibrium. Dry

bulk does not need a cyclical rebound in global

industrial production to perform well in 2026. In the

ton-mile equation, growth can come from longer

voyages rather than higher volumes.

2026 ton-mile demand: iron-ore (+1.7%)

Seaborne iron ore trade, accounting for 27% of

global dry-bulk tonnage, is forecast to grow by 1.7%

in 2026, up from 1.4% in 2025, aligned with the ten-

year average annual growth rate of 1.9%. Sustained

or stronger recovery in this segment will depend on

increased steel purchasing by state-owned steel

mills, either for local consumption or export, or

further substitution of domestic Chinese iron ore

extraction with imported seaborne ore. The

Capesize segment is anticipated to outperform the

smaller vessel classes, primarily due to the gradual

ramp-up of the 120mtpa Simandou iron ore project

in Guinea, which began exports in mid-November

2025. This development is expected to bolster long-

haul Capesize volumes, whereas bulk carrier fleet

growth is likely to remain concentrated in the sub-

Cape segments.

2026 ton-mile demand: coal (-0.8%)

Meanwhile, energy transition initiatives are projected to

exert growing pressure on global coal demand, though

short-term market dynamics will continue to be shaped

predominantly by developments within China's

substantial domestic market. As the world's second-

largest dry-bulk commodity (22% of seaborne

tonnage), the seaborne coal trade is forecast to contract

by 0.8% in 2026 following a 4.9% decline in 2025. This

is largely attributable to a reduction in Chinese coal

imports, driven by increased renewable energy

adoption and expanded domestic coal production.

European steelmaker demand is also likely to remain

subdued due to oversupply, economic challenges, and

the ongoing energy transition. However, the decline

may be more limited, or even give way to net growth,

as persistently high LNG prices, driven by the ongoing

closure of the Strait of Hormuz, are incentivizing a shift

from LNG to coal in electricity generation. Over the

longer term, coal is expected to face continued

downward pressure from the global push towards

cleaner energy alternatives, with China pledging to

reduce coal consumption, including for power

generation, during the 2026-2030 period.

Bauxite trade is poised to be a standout performer in

2026, as robust shipments from Guinea are set to

drive growth in minor-bulk volumes. Chinese

bauxite imports are projected to defy the broader

softness in the country's seaborne coal demand.

2026 ton-mile demand: grain (+7.2%)

Global seaborne grain trade is forecast to expand by

7.2% in 2026, up from 1.1% in 2025, supported by a

ramp-up in Brazilian grain exports and renewed

optimism surrounding Chinese purchases of US

soybeans, as the two countries continue to observe

their one-year trade truce. These favourable factors

are expected to drive demand growth beyond 2025

levels, when trade tensions dampened activity.

Nonetheless, the potential for renewed tariff

uncertainty after the truce expires could temper grain

shipments, particularly to China, which accounts for

24% of global grain trade. Overall, grain shipments

comprise 9.4% of global dry-bulk demand.

“As long-haul iron ore, bauxite, and

grain demand rise, the completion

of our newbuilding programme

positions us perfectly to capture the

improving 2026 dry-bulk market.”

Michael Saverys

Utilisation poised to increase driven

by long-haul iron ore and bauxite

Capesize utilization stood at 91.3% in 2025 and is

forecast to increase to 91.8% in 2026. For Panamax,

utilization stood at 91.6% and are forecasted to decline

to 89.9% in 2026. Looking ahead to 2027 utilisation is

poised to increase further for the Capesize fleet to

92%. Several upside catalysts remain including the

pace of the Simandou project's expansion, market

adaptation to new iron ore volumes, and broader

trends in Chinese dry bulk demand. Environmental

policies affecting coal demand, vessel operating

speeds, and demolition rates are also likely to continue

influencing the market landscape.

[1] Clarksons Research, Jefferies, Bloomberg Intelligence,

S&P Global

164

CMB.TECH - Annual Report 2025

Euronav – tanker markets prospects ^[1]

2026 crude tanker ton-mile

demand +1.0%

The outlook for the crude tanker market in 2026

was initially characterised by cautious optimism,

with market conditions expected to remain relatively

stable. This stability is supported by an anticipated

increase in global oil production, primarily driven by

OPEC+ output adjustments and sustained

production growth from East Coast South America.

However, recent geopolitical developments add

further upside potential to the 2026 rude tanker

market: the escalating conflict involving Iran and

restricted tanker traffic through the Strait of Hormuz

have sharply tightened vessel availability, triggering

a significant spike in VLCC and Suezmax rates.

Excluding any potential impact from the Iran conflict

on crude oil availability, continued robust Chinese

crude demand—supported by ongoing strategic

stockpiling—is expected to provide a temporary yet

meaningful boost to crude tanker demand in H1

2026. However, this stockpiling may cease at any

time and does not fully reflect the underlying

strength of crude oil consumption, highlighting the

market’s vulnerability to shifts in inventory

behaviour. Consequently, while short-term demand

conditions appear supportive, fundamental drivers

such as global consumption growth and production

trends will continue to shape market dynamics

throughout 2026. For 2026 there are diverging oil

demand views – OPEC+ remains bullish on 2026,

forecasting global oil demand growth of about 1.4

mb/d and a broadly balanced market, with demand

for OPEC+ crude near 43.0 mb/d. This contrasts

with the IEA and other forecasters, who warn of a

potential oversupply in 2026 due to stronger non-

OPEC output and slower demand growth.

Overall crude tanker dwt demand is forecast to

moderate, rising by only 0.9% in 2026 following a

1.9% increase in 2025.

Fleet supply growth

Fleet supply growth is projected at 2.9% for VLCCs

and 4.9% for Suezmax vessels, highlighting

differing dynamics across vessel classes, though

the expanding fleet is partly offset by the high

average age of both VLCCs and Suezmaxes.

In addition, sanctions on Russian, Venezuelan and

some Iranian shipping – plus the growth of a wider

“shadow” fleet – mean many tankers are effectively

unavailable for compliant commercial trading.

Furthermore, there is a potential for floating storage

if contango deepens – a dynamic that benefits the

longer-haul vessel segments (VLCCs) even when

headline demand growth is modest

Market balance favours large crude

tankers for 2026

Upside potential in 2026 remains largely

concentrated in the Very Large Crude Carrier

(VLCC) segment, which stands to benefit from

ongoing long-haul crude movements (cfr.

continuation of the 2025 Chinese stock building

could continue well into the second quarter of

2026), while supply growth in this segment is

projected to remain moderate at 2.9%. The

Suezmax segment is expected to see a higher fleet

expansion of approximately 4.9%, reflecting

differing dynamics across vessel classes. Notably,

mainstream tanker demand may experience a

temporary uplift as a result of recent international

sanctions, partially offsetting the market impact of

increased fleet capacity.

In addition, several mitigating factors are expected

to help moderate downside risks and support the

sector’s stability over the medium term. These

include the ongoing effects of international

sanctions, evolving geopolitical developments, and

operational constraints associated with an ageing

tanker fleet. Collectively, these factors are likely to

shape market dynamics. The late-2025 temporary

sell-off reflects a normalization narrative, with

investors increasingly pricing a scenario where

sanctions ease and trade patterns revert. However,

any unwind will be slow and uneven. Even if

geopolitics cool, trade patterns do not simply snap

back. The shadow fleet is now a large part of the

ecosystem, and much of it is poorly suited to return

to compliant, mainstream trade.

Overall, VLCC fleet utilisation is projected at 92%

utilisation in 2026 (versus 89.5% in 2025), driven by

elevated crude flows and tight effective supply,

underpinning elevated spot earnings into 2026.

“Whilst continuing to rejuvenate

our fleet, we enter 2026 cautiously

optimistic, always seeking long-

term opportunities in the crude

tanker market – whilst enjoying

the short-term tailwinds”

Alexander Saverys

1] Clarksons Research, Breakwave, BRS, Reuters, OPEC

165

CMB.TECH - Annual Report 2025

Bochem – chemical markets prospects ^[1]

Chemical ton-mile growth +0.8%

Heading into 2026, the chemical industry is

approaching the trough of its capital cycle. The

sector has shown considerable resilience in

navigating recent pandemic-related disruptions and

inflationary pressures; however, it now faces

headwinds from overcapacity, muted demand, and

ongoing global uncertainty. The outlook for 2026 is

slightly weaker than in 2025, with US chemical

production volumes projected to decline by 0.2%,

continuing the subdued growth trend observed over

the past two years. On a global scale, chemical

trade demand is expected to grow modestly by

0.7% in 2026, reflecting a cautious recovery in

international markets amid persistent economic

challenges. Global seaborne trade of chemicals is

forecasted to grow by 0.8% (ton-mile growth).

Chemical tanker fleet to grow

with 9.5%

A primary driver of the softening market is that fleet

capacity is surging ahead of cargo demand. After

several years of cautious new ordering, (chemical)

tanker owners rushed back to shipyards in

2021-2022 amid prosperous markets. Chemical

tanker supply is expected to accelerate across

select segments over the next 12 to 18 months,

driven by the significant surge in new orders placed

during 2024. In particular, the 25,000 dwt stainless

steel and 18,000 dwt coated sub-sectors are set to

experience notable fleet expansion, reflecting

strong investor confidence in these high-

specification vessel classes. In contrast, growth in

some of the smaller vessel categories is likely to

remain relatively constrained, resulting in uneven

supply dynamics across the broader market.

Overall, the global chemical tanker fleet is projected

to expand by 9.5%.

Continued easing in freight market

conditions

The chemical tanker freight market has come off its

highs as we approach 2026. During 2022 and

2023, chemical tankers enjoyed extremely strong

earnings amid post-pandemic trade recovery and

the upheaval in oil/product markets following the

Ukraine war.

Forecasts for 2026 indicate a modest improvement in

chemical cargo volume growth, supported by the

potential for gradual macroeconomic recovery, offering

a cautious note of optimism for the sector.

Nevertheless, industry sentiment remains guarded,

reflecting ongoing uncertainties in global demand and

trade patterns. Looking ahead into 2026, the

consensus is that freight rates will remain under

pressure or potentially dip further before finding a floor.

CMB.TECH’s chemical tanker chartering strategy

provides a strong buffer against these uncertainties.

With 14 of our 16 vessels secured under long-term

contracts spanning seven to ten years, our market

risk is minimal, giving the Company earnings

stability. This approach ensures resilient earnings

visibility while positioning CMB.TECH to capitalize

on attractive opportunities across the chemical

tanker sector as market conditions evolve.

“With 14 of our 16 ships

locked into contracts over

seven years, our market

risk is minimal – giving us

stability and the

confidence to seize new

opportunities as 2026

unfolds.”

Benoit Timmermans

[1] Clarksons Research, American Chemistry

Counsel

166

CMB.TECH - Annual Report 2025

Delphis – container markets prospects ^[1]

Container ton-mile demand -0.6%

Container trade growth is initially projected to moderate

to approximately 2.5% in 2026, reflecting the likely

persistence of tariff-related headwinds on the

Transpacific trade lane, as well as a normalization from

the exceptionally strong growth rates observed in

recent periods. This outlook is aligned with

expectations for modest global GDP growth of around

3.1% in 2026, as economic activity stabilizes amid

easing inflationary pressures and gradually improving

financial conditions. While growth is expected to

strengthen slightly into 2027, ongoing geopolitical risks

and trade policy uncertainty are likely to continue

weighing on overall trade momentum.

Container fleet supply +4.3%

Looking ahead, containership fleet growth is

projected to remain firm at approximately 4.3% and

6.3% per annum in 2026 and 2027, respectively,

reflecting a substantial orderbook and continued

delivery of large-capacity vessels. This pace of fleet

expansion is expected to materially outstrip forecast

container volume growth over the same period,

increasing the risk of capacity oversupply. The

growth within the smaller segments is substantially

lower with 3-8,000 TEU intermediate containership

fleet growth of 2.9% in 2026 and 0.1% in 2027, and

with <3,000 TEU feeder containership fleet growth

of 0.6% in 2026 and a contraction of 0.5% in 2027.

Gradual easing in freight market

conditions

The operating environment in recent years has been

shaped by significant geopolitical and trade-related

disruptions. While 2024 was dominated by the impact

of the Red Sea conflict on global shipping routes, 2025

was marked by the effects of escalating tariffs and

renewed tensions in the US–China trade relationship.

Looking ahead, the prospects for a meaningful market

rebound in 2026 appear limited, given the supply–

demand imbalances anticipated to persist over the

medium term.

A potential normalization of Red Sea transit –

although the timing remains highly uncertain –

would further exacerbate these imbalances by

releasing capacity back into the market. Current

vessel rerouting has supported an estimated 11%

uplift in global TEU-mile demand, and any

unwinding of this disruption would likely accelerate

a shift toward weaker container shipping conditions.

While carriers may respond through enhanced

capacity management and higher demolition

activity, market fundamentals nonetheless point to a

challenging period ahead. This is reinforced by the

substantial pipeline of new capacity, with nearly 4

million TEU already on order for delivery in 2028.

Against this backdrop, underlying market dynamics

remain unfavourable for carriers, and freight rates

are expected to continue to soften into 2026. Lower

freight rates and earnings are also likely to place

downward pressure on asset values across the

container liner fleet. Scrapping activity, which has

remained muted in recent years, may accelerate in

2026 in response to the elevated orderbook, an

aging fleet profile, subdued demand growth, and

declining second-hand asset values. Additional

impetus for demolition could arise from tightening

regulatory and environmental requirements.

CMB.TECH remains insulated from these market

pressures, as it has no direct exposure to spot

container markets. The Company’s four 6,000 TEU

vessels are chartered under long-term contracts of

ten years, while its 1,400 TEU vessel is secured

under a fifteen-year charter, providing strong

earnings visibility and resilience through the cycle.

“CMB.TECH’s long-term

chartered vessels provide

resilience and stable

earnings through this

period of gradual

anticipated market

softening.”

Maxime Van Eecke

[1] Clarksons research, Jefferies, IMF

167

CMB.TECH - Annual Report 2025

Windcat – offshore energy markets prospects ^[1]

Global offshore wind capacity

The offshore wind industry is currently experiencing

a sustained period of construction activity,

underpinned by projects that reached final

investment decision in earlier years. Over the next

two years (2026-2027), an average of 19GW of

capacity per annum is scheduled to be completed,

equivalent to approximately 1,555 turbines per year,

with projects representing around USD 62 billion of

capex reaching start-up annually. This compares

with averages over the past four years of 9GW per

annum, around 1,000 turbines per annum, and USD

24 billion of capex entering operation. The trend of

prior project sanctioning is now translating into

higher levels of activity and sustained demand for

vessel support.

Importantly, much of the increase in construction

activity is occurring outside China, particularly in

Europe, with notable momentum in the UK,

Germany, France and Poland. By contrast, activity in

China remains below the levels seen during the

2021 “rush to install”.

In the longer term, today’s offshore wind sector

headwinds will translate in lower construction

activity. Long-term capacity forecast has been

downgraded. By 2035, 343 GW is expected to be

active globally, a 21% downgrade from projections

made a year ago. Nevertheless, several bankable

projects remain in the pipeline, and the long-term

growth trajectory of the sector remains positive

overall, underpinned by the global energy security

concerns, and the clean energy transition.

Global demand for Walk-to-Work

vessels

The C/SOV fleet is undergoing a significant

expansion that will reach a crescendo in 2026. After

years of under-supply, vessel owners ordered

aggressively in 2022–2024. As a result, about 70%

of the existing C/SOV fleet is on order – roughly 50

new vessels for a fleet of 71 end of December 2025.

Many of these will be delivered by the end of 2026.

In 2025, the C/SOV fleet achieved effectively full

utilisation during peak construction season –

vessels were wholly booked on wind projects or oil

& gas walk-to-work jobs. For 2026, we expect

utilisation to remain high but not as universally 100%

as before.

The rise of “energy vessels” captures this turning

point: the industry is moving to a pragmatic fleet

optimization. Continued growth in offshore wind will

reinforce the vessels’ core market, while a steady

pickup in Oil & Gas activity could stabilize utilization

and provide alternative employment. C/SOV

demand is spreading beyond European wind to

Brazil, Taiwan and other non-European markets

(some oil & gas activity reusing C/SOV capability),

which absorbs some newbuild capacity. Still,

dependence on a handful of regional markets

increases revenue volatility if political/local content

rules or project timing shift. This regional

diversification helps 2026 demand but preserves

downside if large installation waves slip. It is to be

noted that Tier-1 CSOVs (the most advanced units)

will continue to see very high uptake, while Tier-2 or

older converted SOVs might struggle to compete

and could see meaningful idle time.

European CTV market

CTVs continue to perform the lion’s share of routine

operations & maintenance (O&M) crew transfers,

even as larger Service Operation Vessels (SOVs)

take on more work at far-offshore sites. For the

dozens of projects already up and running

(especially those closer to shore or in earlier

phases), CTVs remain the daily workhorses

delivering technicians for inspections, repairs, and

troubleshooting.

“In a market finding its balance, our

Tier 1 CSOVs stand out — not just

built for today’s mixed offshore

energy demand, but ready to lead

tomorrow’s offshore frontier.”

Willem van der Wel

[1] Clarksons, Wind Europe, Spinergie

Europe’s extensive offshore wind buildout —

particularly in the North Sea, Baltic Sea, and new

fronts like Poland and France — keeps core

operations & maintenance (O&M) work will remain

the primary driver of CTV demand in 2026. Despite

seasonal demand fluctuations, baseline utilization for

CTVs in Europe is expected to remain robust in 2026,

especially in peak summer months when turbine

servicing activity peaks. The global CTV fleet will

expand modestly in 2026, with deliveries of new

vessels roughly keeping pace with rising demand. By

end-2026 the active fleet is expected to reach 800

vessels. This 7% net growth in supply is broadly

aligned with offshore wind activity growth.

168

CMB.TECH - Annual Report 2025

CMB.TECH fleet

169

CMB.TECH - Annual Report 2025

Fleet of the CMB.TECH Group

as of 31 December 2025

Euronav

Owned VLCCs and V-Plus


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Aegean	100%	2016	299,999	21.62	Belgian	332.97	Hyundai H.I.
Antigone	100%	2015	299,421	21.6	Greek	333	Hyundai H.I.
Atrebates	100%	2025	319,000	22.5	Belgian	339.5	CSSC Qingdao Beihai Shipbuilding Co., Ltd.
Daishan	100%	2007	306,005	22.49	Marshall Islands	332	Daewoo H.I.
Dia	100%	2015	299,999	21.52	French	336	Daewoo H.I.
Donoussa	100%	2016	299,999	21.54	French	336	Daewoo H.I.
Hirado	100%	2011	302,550	21.03	Greek	333	Universal
Hojo	100%	2013	302,965	21.64	Belgian	330	Japan Marine United
Ilma	100%	2012	314,000	22.37	Belgian	319.03	Hyundai H.I.
Ingrid	100%	2012	314,000	22.38	Belgian	319.03	Hyundai H.I.

Newbuildings


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
TK300K-2	100%	2026	319,000	22.5	Belgian	339.5	CSSC Qingdao Beihai Shipbuilding Co., Ltd.
TK300K-3	100%	2026	319,000	22.5	Belgian	339.5	CSSC Qingdao Beihai Shipbuilding Co., Ltd.
TK300K-4	100%	2026	319,000	22.5	Belgian	339.5	CSSC Qingdao Beihai Shipbuilding Co., Ltd.
TK300K-5	100%	2027	319,000	22.5	Belgian	339.5	CSSC Qingdao Beihai Shipbuilding Co., Ltd.

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Owned Suezmax vessels


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Brest	100%	2023	156,851	17.65	Greek	270	Hyundai Samho Heavy Industries Co., Ltd.
Bristol	100%	2024	156,851	17.65	Greek	270	Hyundai Samho Heavy Industries Co., Ltd.
Brugge	100%	2023	156,851	17.65	Belgian	270	Hyundai Samho Heavy Industries Co., Ltd.
Cap Corpus Christi	100%	2018	156,600	17.15	Greek	277	Hyundai H.I.
Cap Pembroke	100%	2018	156,600	17.15	Greek	277	Hyundai H.I.
Cap Port Arthur	100%	2018	156,600	17.15	Greek	277	Hyundai H.I.
Cap Quebec	100%	2018	156,600	17.15	Greek	277	Hyundai H.I.
Cap Theodora	100%	2008	158,819	17	Greek	274	Samsung H.I.
Capt. Michael	100%	2012	157,648	17	Greek	274.82	Samsung H.I.
Cedar	100%	2022	157,310	17.2	Greek	274	Daehan Shipbuilding Co. Ltd.
Cypres	100%	2022	157,310	17.2	Greek	274	Daehan Shipbuilding Co. Ltd.
Fraternity	100%	2009	157,714	17.02	Belgian	274.2	Samsung H.I.
Helios	100%	2024	156,790	17.2	Belgian	274	DH Shipbuilding Co., Ltd.
Maria	100%	2012	157,523	17	Greek	274.82	Samsung H.I.
Orion	100%	2024	156,790	17.2	Belgian	274	DH Shipbuilding Co., Ltd.
Sienna	100%	2007	150,205	16.02	Liberian	274.2	Universal
Stella	100%	2011	165,000	17.17	Greek	274.19	Hyundai H.I.

Newbuildings


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
H5105	100%	2026	156,000	17.2	Greek	274	DH Shipbuilding
H5106	100%	2026	156,000	17.2	Greek	274	DH Shipbuilding

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Owned FSOs (Floating, Storage and Offloading)


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
FSO Africa	100%	2002	432,023	24.53	Marshall Islands	380	Daewoo H.I.
FSO Asia	100%	2002	432,023	24.53	Marshall Islands	380	Daewoo H.I.

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Bocimar

Owned Capesizes


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Golden Beijing	100%	2010	175,820	18.25	Portugal - Madeira	291.8	Jinhaiwan Shipyard
Mineral Cirrus	100%	2018	180,487	18.2	Marshall Islands	291.9	New Times Shipbuilding Co., Ltd.
Golden Future	100%	2010	175,860	18.25	Portugal - Madeira	291.8	Zhoushan Jinhaiwan Shipyard Co., Ltd.
Golden Myrtalia	100%	2011	178	18.3	Marshall Islands	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Golden Zhejiang	100%	2010	176	18.25	Portugal - Madeira	291.8	Zhoushan Jinhaiwan Shipyard Co., Ltd.
KSL China	100%	2013	179	18.23	Belgium	292	Orient Shipyard Co., Ltd.
KSL Seville	100%	2015	181	18.3	Hong Kong	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Ajisai	100%	2014	181	18.21	Belgium	291.9	Imabari Shipbuilding Co., Ltd.
Mineral Arcus	100%	2018	180,480	18.2	Marshall Islands	291.9	New Times Shipbuilding Co., Ltd.
Mineral Axel	100%	2014	181	18.3	Hong Kong	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Calvus	100%	2018	180,521	18.2	Belgium	291.9	New Times Shipbuilding Co., Ltd.
Mineral Cirrus	100%	2018	180,487	18.2	Marshall Islands	291.9	New Times Shipbuilding Co., Ltd.
Mineral Cumulus	100%	2018	180,600	18.2	Belgium	291.9	New Times Shipbuilding Co., Ltd.
Mineral Dangjin	100%	2016	180,510	18.25	Marshall Islands	292	Daehan Shipbuilding Co. Ltd.
Mineral Dries	100%	2014	181	18.25	Hong Kong	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Eden	100%	2014	181	18.3	Hong Kong	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Himawari	100%	2014	181,214	18.21	Marshall Islands	291.98	Imabari Shipbuilding Co., Ltd.
Mineral Incus	100%	2018	180,510	18.2	Belgium	291.9	New Times Shipbuilding Co., Ltd.
Mineral Jan	100%	2014	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Jindeok	100%	2014	179	18.3	Belgium	292	Sungdong Shipbuilding & Marine Engineering Co., Ltd.
Mineral Kaede	100%	2015	182,490	18.15	Hong Kong	291.9	Japan Marine United Corporation, TSU Shipyard
Mineral Kevin	100%	2014	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Kiku	100%	2015	182,470	18.15	Hong Kong	291.9	Japan Marine United Corporation, TSU Shipyard
Mineral Kwangyang	100%	2016	181	18.25	Belgium	292	Daehan Shipbuilding Co. Ltd
Mineral Marouane	100%	2014	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Nacer	100%	2014	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.

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Mineral Nimbus	100%	2017	181	18.2	Belgium	291.9	New Times Shipbuilding Co., Ltd.
Mineral Pohang	100%	2016	180	18.25	Belgium	292	Daehan Shipbuilding Co. Ltd.
Mineral Romelu	100%	2014	181	18.3	Hong Kong	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Sakura	100%	2015	182	18.15	Belgium	291.9	Japan Marine United Corporation, TSU Shipyard
Mineral Seondeok	100%	2015	179	18.3	Belgium	292	Sungdong Shipbuilding & Marine Engineering Co., Ltd.
Mineral Sumire	100%	2016	183	18.15	Belgium	291.9	Japan Marine United Corporation, TSU Shipyard
Mineral Thibaut	100%	2015	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Toby	100%	2014	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Vincent	100%	2015	181	18.3	Hong Kong	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Yannick	100%	2017	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.
Mineral Yeosu	100%	2016	180,230	18.25	Hong Kong	292	Daehan Shipbuilding Co. Ltd.
Mineral Youri	100%	2017	181	18.3	Belgium	292	Shanghai Waigaoqiao Shipbuilding Co., Ltd.

Owned Newcastlemaxes


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Mineral Angola	100%	2019	208,400	18.4	Belgium	299.95	New Times Shipbuilding Co., Ltd.
Mineral België	100%	2023	210,204	18.522	Belgium	300	Qingdao Beihai
Mineral Botswana	100%	2018	208,390	18.4	Marshall Islands	299.95	New Times Shipbuilding Co., Ltd.
Mineral Cabo Verde	100%	2016	211,120	18.6	Belgium	299.97	Bohai Shipbuilding Heavy Industry Co., Ltd.
Mineral Cesko	100%	2025	210,000	18.5	Belgium	300	Qingdao Beihai
Mineral Comoros	100%	2016	205,000	18.6	Belgium	229.97	Bohai Shipbuilding Heavy Industry Co., Ltd.
Golden Congo	100%	2020	208,390	18.4	Marshall Islands	299.95	New Times Shipbuilding Co., Ltd.
Mineral Danmark	100%	2024	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Deutschland	100%	2024	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Eire	100%	2024	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Espana	100%	2024	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral France	100%	2024	210,000	18.5	Belgium	300	Qingdao Beihai
Mineral Guinea	100%	2020	208,400	18.36	Belgium	299.95	New Times Shipbuilding Co., Ltd.
Mineral Hellas	100%	2024	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Italia	100%	2024	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Luxembourg	100%	2024	210,197	18.5	Belgium	299.95	Qingdao Beihai
Mineral Madagascar	100%	2020	211,140	18.6	Belgium	300	Bohai Shipbuilding Heavy Industry Co., Ltd.

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Mineral Malawi	100%	2020	208,400	18.41	Marshall Islands	299.95	New Times Shipbuilding Co., Ltd.
Mineral Mauritius	100%	2020	210,900	18.6	Belgium	299.94	Bohai Shipbuilding Heavy Industry Co., Ltd.
Mineral Mozambique	100%	2020	208,400	18.36	Marshall Islands	299.95	New Times Shipbuilding Co., Ltd.
Mineral Namibia	100%	2020	208,000	18.36	Belgium	299.95	New Times Shipbuilding Co., Ltd.
Mineral Nederland	100%	2023	210,204	18.522	Belgium	299.95	Qingdao Beihai
Mineral Osterreich	100%	2025	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Polska	100%	2025	210,000	18.5	Belgium	300	CSSCQingdao Beihai Shipbuilding Ca., Ltd.
Mineral Portugal	100%	2025	210,000	18.4	Belgium	300	Qingdao Beihai
Mineral Sao Tome	100%	2020	210,870	18.6	Marshall Islands	299.97	Bohai Shipbuilding Heavy Industry Co., Ltd.
Mineral Seychelles	100%	2021	207,990	18.6	Marshall Islands	299.99	Bohai Shipbuilding Heavy Industry Co., Ltd.
Mineral Shougang International	100%	2020	208,000	18.37	Marshall Islands	299.95	New Times Shipbuilding Co., Ltd.
Mineral Slovenija	100%	2025	210,000	18.5	Belgium	300	Qingdao Beihai
Mineral Slovensko	100%	2025	210,000	18.5	Belgium	300	Qingdao Beihai
Mineral Suomi	100%	2025	210,000	18.5	Belgium	300	Qingdao Beihai
Mineral Sverige	100%	2025	210,000	18.5	Belgium	300	Qingdao Beihai
Mineral Tanzania	100%	2020	208,000	18.37	Marshall Islands	299.95	New Times Shipbuilding Co., Ltd.
Mineral Walcott	100%	2017	208,000	18.34	Belgium	299.95	China Shipping Industry (Jiangsu) Co., Ltd.
Mineral Zambia	100%	2021	208,000	18.37	Belgium	299.95	New Times Shipbuilding Co., Ltd.
Mineral Zimbabwe	100%	2021	208,000	18.37	Belgium	299.95	New Times Shipbuilding Co., Ltd.

Newbuildings


Name	Owned	Built	Dwt	Draft	Length (m)	Shipyard
BC210K-45	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-46	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-53	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-54	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-55	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-56	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-63	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-64	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-79	100%	2026	210,000	18.5	300	Qingdao Beihai
BC210K-80	100%	2026	210,000	18.5	300	Qingdao Beihai

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Owned Kamsarmax


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Golden Arion	100%	2011	82,190	14.43	Portugal - Madeira	228.99	Tsuneishi Shipbuilding Co., Ltd.
Golden Daisy	100%	2012	81,510	14.52	Marshall Islands	229	SPP Shipbuilding Co., Ltd.
Golden Deb	100%	2014	84,970	13.49	Belgium	229	Sasebo Heavy Industries Co., Ltd.
Golden Faith	100%	2024	84,740	13.75	Belgium	227.2	Dalian
Golden Fast	100%	2021	80,570	14.45	Belgium	229.09	Dalian
Golden Fellow	100%	2020	81,140	14.45	Belgium	229	Dalian
Golden Fortune	100%	2020	81,210	14.45	Marshall Islands	229.06	Dalian
Golden Forward	100%	2020	81,130	14.45	Belgium	229.05	Dalian
Golden Freeze	100%	2021	80,580	14.45	Belgium	229	Dalian
Golden Fridge	100%	2023	84,510	13.75	Belgium	227.2	Dalian
Golden Friend	100%	2020	81,210	14.45	Belgium	228.33	Dalian
Golden Frigo	100%	2024	84,520	13.75	Belgium	227.2	Dalian
Golden Frost	100%	2020	80,560	14.45	Belgium	229	Dalian
Golden Frozen	100%	2023	84,510	13.75	Belgium	227.2	Dalian
Golden Furious	100%	2021	80,600	14.45	Belgium	229	Dalian
Golden Ginger	100%	2012	81,490	14.52	Belgium	229	SPP Shipbuilding Co., Ltd.
Golden Hope	100%	2023	84,990	13.75	Belgium	227.2	Dalian
Golden Jake	100%	2011	82,190	14.43	Portugal - Madeira	228.99	Tsuneishi Shipbuilding Co., Ltd.
Golden Kennedy	100%	2015	84,980	13.49	Belgium	229	Sasebo Heavy Industries Co., Ltd.
Golden Lion	100%	2023	84,970	13.75	Belgium	227.2	Dalian
Golden Rose	100%	2012	81,590	14.45	Portugal - Madeira	229	SPP Shipbuilding Co., Ltd.
Golden Soul	100%	2023	84,990	13.75	Belgium	227.2	Dalian
Golden Star	100%	2023	84,990	13.75	Marshall Islands	227.2	Dalian
Golden Sue	100%	2013	84,940	13.49	Belgium	229	Sasebo Heavy Industries Co., Ltd.
Golden Tide	100%	2024	85,000	13.75	Belgium	227.2	Dalian
Golden Wave	100%	2024	84,980	13.75	Marshall Islands	227.2	Dalian

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Owned Panamaxes


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Golden Fraiche	100%	2013	74,520	14.15	Belgium	225	Pipavav Defence & Offshore Engineering Co., Ltd.
Golden Frio	100%	2013	74,140	14.13	Marshall Islands	224.9	Pipavav Defence & Offshore Engineering Co., Ltd.
Golden Fris	100%	2017	74,520	14.17	Belgium	225	Pipavav Defence & Offshore Engineering Co., Ltd.
Golden Froid	100%	2017	74,230	14.17	Marshall Islands	224.9	Pipavav Defence & Offshore Engineering Co., Ltd.

Owned Coasters

Newbuildings


Name	Owned	Built	Dwt	Shipyard
DQS-02	100%	2027	5000	Dung Quat
DQS-04	100%	2027	5000	Dung Quat

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Delphis

Owned Post-panamaxes


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
CMA CGM Dolomites	100%	2024	77,000	14	Belgium	240	Yangfan
CMA CGM Etosha	100%	2024	77,000	14	Portugal	240	Yangfan
CMA CGM Masai Mara	100%	2023	75,833	14	Belgium	240	Yangfan
CMA CGM Zingaro	100%	2024	75,826	14	Portugal	240	Yangfan

Owned Feeders

Newbuildings


Name	Owned	Built	Dwt	Flag	Shipyard
1400 TEU #1	100%	2026	1,400 TEU	TBD	Qingdao Yangfan Shipbuilding

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Bochem

Owned Chemical carriers


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Bochem Brisbane	100%	2024	25,000	10.24	Portugal	158.98	CMJL Dingheng
Bochem Casablanca	100%	2024	25,000	10.24	Portugal	158.98	CMJL Dingheng
Bochem Houston	Bareboat charter	2023	25,000	10.24	Portugal	158.98	China Merchants Jinling
Bochem New Orleans	100%	2024	25,000	10.24	Portugal	158.98	CMJL Dingheng
Bochem Rotterdam	Bareboat charter	2023	25,000	10.24	Portugal/Madeira	158.98	China Merchants Jinling
Bochem Santos	100%	2025	25000	10.238	Portugal/Madeira	158.98	CMJL Dingheng
Bochem Shanghai	100%	2024	25,000	10.24	Portugal	158.98	CMJL Dingheng

Newbuildings


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
CMYZ0122	100%	2026	25000	10.238	TBD	158.98	CMJL Dingheng
CMYZ0189		2028		10.24	TBD	158.98	CMJL Dingheng
CMYZ0190		2028		10.24	TBD	158.98	CMJL Dingheng
CMYZ0191		2028		10.24	TBD	158.98	CMJL Dingheng
CMYZ0192		2028		10.24	TBD	158.98	CMJL Dingheng
CMYZ0193		2029		10.4	TBD	156.4	CMJL Dingheng
CMYZ0194		2029		10.4	TBD	156.4	CMJL Dingheng

Owned Product Tankers

Newbuildings


Name	Owned	Built	Dwt	Shipyard
Bitumen carrier CMJL #1	100%	2026	17000	China Merchants Jinling Shipyard
Bitumen carrier CMJL #2	100%	2026	17000	China Merchants Jinling Shipyard

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Windcat

Owned Windcat vessels (CTV)


Name	Owned	Built	Flag	Length (m)	Shipyard
Windcat 1	100%	2004	UK	16.50	AF Theriault
Windcat 2	100%	2005	Ireland	15.00	AF Theriault
Windcat 3	100%	2005	UK	14.90	AF Theriault
Windcat 4	100%	2005	UK	14.90	AF Theriault
Windcat 7	100%	2007	UK	15.86	Island Boats Inc
Windcat 10	100%	2010	UK	20.30	AF Theriault
Windcat 11	100%	2008	UK	20.30	AF Theriault
Windcat 14	100%	2009	UK	17.25	Dok en Scheepsbouw Woudsend
Windcat 15	100%	2009	UK	20.30	Dok en Scheepsbouw Woudsend
Windcat 16	100%	2008	UK	17.45	AF Theriault
Windcat 17	100%	2009	UK	20.30	AF Theriault
Windcat 18	100%	2008	UK	22.00	AF Theriault
Windcat 19	100%	2008	UK	20.30	AF Theriault
Windcat 20	100%	2009	UK	17.25	Dok en Scheepsbouw Woudsend
Windcat 21	100%	2010	UK	17.75	AF Theriault
Windcat 22	100%	2010	UK	20.30	Dok en Scheepsbouw Woudsend
Windcat 23	100%	2010	UK	17.75	AF Theriault
Windcat 24	100%	2010	UK	20.30	Dok en Scheepsbouw Woudsend
Windcat 25	100%	2010	UK	17.46	Dok en Scheepsbouw Woudsend
Windcat 26	100%	2011	UK	17.46	Dok en Scheepsbouw Woudsend
Windcat 27	100%	2011	UK	17.75	AF Theriault
Windcat 29	100%	2011	UK	20.30	AF Theriault
Windcat 30	100%	2012	UK	17.46	Dok en Scheepsbouw Woudsend
Windcat 31	100%	2013	UK	17.40	Dok en Scheepsbouw Woudsend
Windcat 32	100%	2013	UK	17.46	Dok en Scheepsbouw Woudsend
Windcat 33	100%	2013	UK	17.46	Dok en Scheepsbouw Woudsend
Windcat 36	100%	2014	UK	18.21	Dok en Scheepsbouw Woudsend
Windcat 37	100%	2015	UK	21.05	Dok en Scheepsbouw Woudsend

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Windcat 38	100%	2015	UK	18.21	Dok en Scheepsbouw Woudsend
Windcat 39	100%	2016	UK	18.21	Dok en Scheepsbouw Woudsend
Windcat 40	100%	2017	UK	21.85	Dok en Scheepsbouw Woudsend
Windcat 41	100%	2018	UK	21.92	Dok en Scheepsbouw Woudsend
Windcat 45	100%	2019	UK	23.63	Dok en Scheepsbouw Woudsend
Windcat 46	100%	2020	UK	23.63	Dok en Scheepsbouw Woudsend
Windcat 47	100%	2020	UK	23.05	Dok en Scheepsbouw Woudsend
Hydrocat 48	100%	2021	UK	24.57	Dok en Scheepsbouw Woudsend
Windcat 50	100%	2022	UK	23.05	Dok en Scheepsbouw Woudsend
Windcat 51	100%	2022	UK	23.05	Dok en Scheepsbouw Woudsend
Hydrocat 60	100%	2025	UK	27	Dok en Scheepsbouw Woudsend
Windcat 101	100%	2011	UK	25.55	Bloemsma & van Bremen
Windcat Dorothea	100%	2011	UK	17.50	South Boats Special Projects
FRS Windcat 28	50%***	2012	German	17.88	Dok en Scheepsbouw Woudsend
FRS Windcat 34	50%***	2013	German	21.68	Dok en Scheepsbouw Woudsend
FRS Windcat 35	50%***	2014	France	18.66	Dok en Scheepsbouw Woudsend
FRS Windcat 42	50%***	2018	German	23.81	Dok en Scheepsbouw Woudsend
FRS Windcat 43	50%***	2018	German	23.81	Dok en Scheepsbouw Woudsend
FRS Hydrocat 55	50%***	2023	German	23.81	Kuipers Wouds
FRS Windcat 61	50%***	2025	German	27	Dok en Scheepsbouw Woudsend
FRS Windcat 62	50%***	2025	German	27	Neptune Shipyards
TSM Windcat 44	50%***	2019	France	23.63	Dok en Scheepsbouw Woudsend
TSM Windcat 49	50%***	2021	France	23.94	Dok en Scheepsbouw Woudsend
TSM Windcat 52	50%***	2022	France	24.03	Neptune Shipyards
TSM Windcat 53	50%***	2022	France	25.60	Neptune Shipyards
TSM Windcat 54	50%***	2022	France	25.50	Neptune Shipyards
TSM Windcat 56	50%***	2024	France	27.00	Neptune Shipyards
TSM Windcat 59	50%***	2025	France	27.00	Neptune Shipyards
Windcat 57	100%	2024	UK	27.00	Dok en Scheepsbouw Woudsend
Windcat 58	100%	2025	UK	27.00	Dok en Scheepsbouw Woudsend

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Newbuildings


Name	Owned	Built	Flag	Length (m)	Shipyard
Windcat 63	100%	2026		27.00	Neptune Shipyards
FRS Windcat 64	50%***	2026		27.00	Dok en Scheepsbouw Woudsend
FRS Windcat 65	50%***	2026		27.00	Neptune Shipyards
Windcat 66	100%	2026		27.00	Neptune Shipyards
Windcat 67	100%	2026		27.00	Dok en Scheepsbouw Woudsend

*** These vessels are 100% owned by FRS Windcat Offshore logistics Limited and TSM Windcat Offshore Logistics Limited or JPN H2DRO Co. Ltd, respectively, and as these entities are joint

venture entities, CMB.TECH indirectly owns 50% of these vessels.

Owned CSOVs


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
Windcat Rotterdam	100%	2025	2000	5.3	Belgium	89	Damen Shipyards Hai Long Bay
Windcat Amsterdam	100%	2025	2000	5.3	Belgium	89	Damen Shipyards Hai Long Bay

Newbuildings


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
552207	100%	2026	2000	5.3	Belgium	89	Damen Shipyards Hai Long Bay
552208	100%	2026	2000	5.3	Belgium	89	Damen Shipyards Hai Long Bay
552209	100%	2026	2000	5.3	Belgium	89	Damen Shipyards Hai Long Bay
552210	100%	2026	2000	5.3	Belgium	89	Damen Shipyards Hai Long Bay

Owned MP-ASV

Newbuildings


Name	Owned	Built	Dwt	Draft	Flag	Length (m)	Shipyard
552215	100%	2028		5.4			Damen Shipyards Hai Long Bay

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Port vessels

Owned Hydro vessels


Name	Owned	Built	Pax/bp	Draft	Flag	Length (m)	Shipyard
Hydroville	100%	2017	14 pax	1.23	Belgium	14.1	N/A
HydroBingo	50%***	2020	60 pax	1.75	Japan	19.4	TFC
HydroTug	100%	2023	60 bp		Belgium	30	Armon Shipyard

Newbuildings


Name	Owned	Built	Draft	Flag	Length (m)	Shipyard
MPH2UV	100%	2026	3.5	Belgium	20.5	Neptune

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Glossary

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Glossary

Aframax - A medium-sized crude oil tanker of

approximately 80,000 to 120,000 deadweight tons.

Aframaxes can generally transport from 500,000 to

800,000 barrels of crude oil and are also used in

lightering. A coated Aframax operating in the

refined petroleum products trades may be referred

to as an LR2.

AER - Abbreviation of ‘Annual Efficiency Ratio’. This

is the ratio of a ship’s carbon emissions per actual

capacity distance (e.g. dwt x nm sailed). The AER

uses the parameters of fuel consumption, distance

travelled, and design deadweight tonnage. It reflects

an index based on the tonnage supply.

Ammonia (NH3) - Ammonia is a promising clean

energy alternative for maritime transportation. It

offers zero carbon emissions when produced using

renewable sources, helping us align with

sustainability goals and reduce environmental

impact.

Backwardation - When the future or forward price

of oil is lower than the current or ‘spot’ price.

Ballast - Seawater taken into a vessel’s tanks to

increase draft, to change trim or to improve stability.

Ballast can be taken in segregated ballast tanks

(SBT), located externally to the ship's cargo tanks

(double hull arrangement), and in fore and aft peak

tanks.

Bareboat Charter - A Charter under which a

customer pays a fixed daily or monthly rate for a

fixed period of time for use of the vessel. The

customer pays all costs of operating the vessel,

including voyage and vessel expenses. Bareboat

charters are usually long-term.

Barrel - A volumetric unit of measurement equal to

42 U.S. gallons or 158.99 litre. There are 6.2898

barrels in one cubic metre. Note that while oil

tankers do not carry oil in barrels (although vessels

once did in the 19th century), the term is still used to

define the volume.

BIMCO - Baltic and International Maritime Council

Organisation for shipowners, charterers, ship brokers

and agents. In total, around 60% of the world’s

merchant fleet is a BIMCO member, measured by

tonnage (weight of the unloaded ships).

BITR - Baltic Index Tanker Routes. The Baltic

Exchange is a source of independent, freight market

data. Information collected from a number of major

ship brokers around the world is collated and

published daily. The Exchange publishes the

following daily indices: the Baltic Panamax Index,

the Baltic Capesize Index, the Baltic Handymax

Index and the Baltic International Tanker Routes.

The Exchange also publishes a daily fixture list.

BPD - Barrels Per Day. This is a measure of oil

output, represented by the number of barrels of oil

produced in a single day.

Bulk cargo - Bulk cargo is commodity cargo that is

transported unpackaged in large quantities. The

containment for this type of cargo is the tanks of

the ship.

Bunkers – Bunkers includes all dutiable petroleum

products loaded aboard a vessel for consumption

by that vessel. International maritime bunkers

describe the quantities of fuel oil delivered to ships

of all flags that are engaged in international

navigation. It is the fuel used to power these ships.

CBA - Collective Bargain Agreement is a written

contract negotiated through collective bargaining

for employees by one or more trade unions with the

management of a company (or with an employers'

association) that regulates the terms and conditions

of employees at work. This includes regulating the

wages, benefits, and duties of the employees and

the duties and responsibilities of the employer or

employers and often includes rules for a dispute

resolution process.

Charter - Contract entered into with a customer for

the use of the vessel for a specific voyage at a

specific rate per unit of cargo (Voyage Charter), or

for a specific period of time at a specific rate per

unit (day or month) of time (Time Charter).

Charterer - The company or person to whom the

use of the vessel is granted for the transportation of

cargo or passengers for a specified time.

Chemical carrier - A chemical carrier is a type of

cargo ship that is specifically constructed or

adapted to carry liquid chemicals in bulk. Chemical

carriers are also known as chemical tankers. They

are required to comply with the various safety

aspects detailed in Part B of SOLAS Chapter VIII, but

are additionally required to comply with the

mandatory International Bulk Chemical Code (IBC

Code) (source: lawinsider.com).

CII - The Carbon Intensity Indicator is a response to

the company's need to move towards a business

model compatible with the Paris Agreement,

achieving net zero emissions by 2050. This

indicator is used to monitor progress and apply the

most suitable and timely efficient levers.

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Coaster - Coaster vessels are cargo ships that are

mainly used in coastal areas. They are designed to

sail closer to the coast as opposed to across the

ocean. Coaster vessels are capable of sailing both

at sea and in inland waters. They are used for

transporting cargo along a coastline. It is possible to

transport general cargo and bulk goods but also

containers (source: Martide)

Commercial Management or Commercially

Managed - The management of the employment, or

chartering, of a vessel and associated functions,

including seeking and negotiating employment for

vessels, billing and collecting revenues, issuing

voyage instructions, purchasing fuel and appointing

port agents.

Contango - A term used in the futures market to

describe an upward sloping forward curve. Such a

forward curve is said to be ‘in contango’. Formally, it

is the situation where and the amount by which the

price of a commodity for future delivery is higher

than the spot price, or a far future delivery price

higher than a nearer future delivery. The opposite

market condition to contango is known as

backwardation.

COA - A Contract of Affreightment is an agreement

providing for the transportation between specified

points for a specific quantity of cargo over a specific

time period but without designating specific vessels or

voyage schedules. This allows flexibility in scheduling

since no vessel designation is required. COAs can

either have a fixed rate or a market-related rate.

Crude oil - Oil in its natural state that has not been

refined or altered.

CSOV - A Commissioning Service and Operation

Vessel is a vessel that stays in an offshore wind

farm for an extended period of up to 30 days,

providing maintenance materials and housing

technicians in hotel-style accommodation. (source:

Windcat).

CTV - A crew transfer vessel is a vessel to transfer

offshore personnel between shore, offshore wind

turbines, construction vessels and other offshore

assets. The vessels offer passengers space and

comfort during transit and a safe and stable platform

for safe transfers giving high accessibility to

offshore assets. (source: Windcat).

DTA - A deferred tax asset is an item on the

balance sheet that results from overpayment or

advance payment of taxes.

DTL - A deferred tax liability is a tax that is assessed or

is due for the current period but has not yet been paid

-- meaning that it will eventually come due. The

deferral comes from the difference in timing between

when the tax is accrued and when the tax is paid.

dwt - Deadweight Tonnage is the lifting or

carrying capacity of a ship when fully loaded.

This measure is expressed in metric tons when

the ship is in salt water and loaded to her marks.

It includes cargo, bunkers, water, lubricants,

stores, passengers and crew.

Demurrage - Additional revenue paid to the ship

owner on its Voyage Charters for delays

experienced in loading and/or unloading cargo that

are not deemed to be the responsibility of the ship

owner. The revenue is calculated in accordance

with specific Charter terms.

Double hull - A design of tanker with double sides

and a double bottom. The spaces created between

the double sides and bottom are used for ballast

and provide a protective distance between the

cargo tanks and the outside world.

Draft - The vertical distance measured from the

lowest point of a ship’s hull to the water surface.

Draft marks are welded onto the surface of a ship’s

plating. They are placed forward and aft on both

sides of the hull, and also amidships. The Plimsoll

lines which designate maximum drafts allowed for

vessels under various conditions are also found

amidships.

Dry dock - An out-of-service period during which

planned repairs and maintenance are carried out,

including all underwater maintenance such as

external hull painting. During the dry-docking,

certain mandatory Classification Society inspections

are carried out and relevant certifications issued.

Modern vessels are designed to operate for five

years between dry-dockings. Normally, as the age

of a vessel increases, the cost and frequency of dry

docking increase. After the third Special Survey,

dry-docks will be conducted every 2.5 years.

Dual fuel engine - These engines can operate on

both traditional fossil fuels, such as diesel, and

cleaner alternatives like hydrogen.

EBITDA - Stands for Earnings Before Interest,

Taxes, Depreciation, and Amortisation and is a

metric used to evaluate a company's operating

performance. It can be seen as a proxy for cash

flow. In finance, the term is used to describe the

amount of cash (currency) that is generated or

consumed in a given time period

EEDI - Energy Efficiency Design Index. The EEDI for

new ships is the most important technical measure

and aims at promoting the use of more energy

efficient (less polluting) equipment and engines.

The EEDI requires a minimum energy efficiency

level per capacity mile (e.g. tonne mile) for different

ship type and size segments. Since 1 January 2013

new ship design needs to meet the reference level

for their ship type.

EEOI - The Energy Efficiency Operational Index is

the amount of CO2 emitted by the ship per ton-mile

of work. It is the ratio of the CO2 emitted to the ton-

mile (amount of cargo x nm sailed). The total

operational emissions to satisfy transport work

demanded is usually quantified over a period of time

which encompasses multiple voyages. It measures

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the ratio of a ship’s carbon emissions per unit of

transport work.

EEXI - Energy Efficiency Existing Ship Index

describes, in principle, the CO2 emissions per cargo

ton and mile. It determines the standardised CO2

emissions related to installed engine power,

transport capacity and ship speed. The EEXI is a

design index, not an operational index. The EEXI is

applied to almost all ocean-going cargo and

passenger vessels above 400 gross tonnage.

EIA - The US Energy Information Administration is

the statistical agency of the Department of Energy. It

provides policy-independent data, forecasts, and

analyses to promote sound policy making, efficient

markets, and public understanding regarding

energy, and its interaction with the economy and

the environment.

FPSO - Stands for Floating Production, Storage and

Offloading. FPSOs are designed to receive all of the

hydrocarbon fluids pumped by nearby offshore

platforms (oil and gas), to process it and to store it.

FPSOs are typically moored offshore ship-shaped

vessels, with processing equipment, or topsides,

aboard the vessel’s deck and hydrocarbon storage

below, in the hull of the vessel.

FSO - A Floating Storage and Offloading vessel is

commonly used in oil fields where it is not possible

or efficient to lay a pipeline to the shore. The

production platform will transfer the oil to the FSO

where it will be stored until a tanker arrives and

connects to the FSO to offload it.

GHG - Green House Gas. Greenhouse gases are

compound gases that trap heat or longwave

radiation in the atmosphere. Their presence in the

atmosphere makes the Earth's surface warmer. The

principal GHGs, also known as heat trapping gases,

are carbon dioxide, methane, nitrous oxide, and the

fluorinated gases.

GEI - The Bloomberg Gender-Equality Index tracks

the performance of public companies committed to

disclosing their efforts to support gender equality

through policy development, representation and

transparency.

Green Passport - The Green Passport contains

details of all materials, especially which are harmful

to human health, used in the construction of a

vessel. The green passport will be delivered by the

shipyard during the construction and it will be later

updated with all the changes made to the ship

during its lifetime.

H2 (Hydrogen) - Hydrogen is a clean energy source

revolutionising maritime transport. It powers ships with

zero greenhouse gas emissions, aligning with global

decarbonisation goals and demonstrating our

commitment to sustainability.

HydroBingo - This is the world’s first hydrogen-

powered ferry, operating in Japan. (source:

CMB.TECH).

HydroTug - This is the first tugboat in the world to

be powered by combustion engines that burn

hydrogen in combination with diesel. (source:

CMB.TECH).

Hydroville - This is the first certified passenger

shuttle that uses hydrogen to power a diesel engine

(Source: CMB.TECH).

Hull - The watertight body of a ship or boat. The hull

may open at the top (such as a dinghy), or it may be

fully or partially covered with a deck.

IFRS - IFRS standards are International Financial

Reporting Standards that consist of a set of

accounting rules that determine how transactions

and other accounting events are required to be

reported in financial statements.

IGO - An intergovernmental organisation or

international organisation is an organisation

composed primarily of sovereign states (referred to

as member states), or of other intergovernmental

organisations.

IHM - The Inventory of Hazardous Materials is a list

that provides ship-specific information on the actual

hazardous materials present on board, their location

and approximate quantities.

IMO - The International Maritime Organization’s main

task is to develop and maintain a comprehensive

regulatory framework for shipping including safety,

environmental concerns, legal matters, technical co-

operation, maritime security and the efficiency of

shipping. It was established by means of a Convention

adopted under the auspices of the United Nations in

1948. https://www.imo.org/en

IoT - The Internet of Things describes the network

of physical objects—“things”—that are embedded

with sensors, software, and other technologies for

the purpose of connecting and exchanging data

with other devices and systems over the internet.

These devices range from ordinary household

objects to sophisticated industrial tools.

Intertanko - The International Association of

Independent Tanker Owners is a trade association.

It has served as the voice for independent tanker

owners since 1970 on regional, national, and

international levels. The association actively works

on a range of technical, legal, commercial, and

operational issues that have an influence on tanker

owners and operators around the world.

ISM Code - International Safety Management Code

is a set of IMO regulations that ship operators and

ships must comply with. The purpose of the ISM

Code is to provide an international standard for the

safe management and operation of ships and for

pollution prevention.

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ITF - The International Transport Workers’

Federation is a democratic, affiliate-led federation

recognised as the world’s leading transport

authority. The ITF has been helping seafarers since

1896 and today represents the interests of seafarers

worldwide, of whom over 600,000 are members of

ITF affiliated unions. The ITF is working to improve

conditions for seafarers of all nationalities and to

ensure adequate regulation of the shipping industry

to protect the interests and rights of the workers.

The ITF helps crews regardless of their nationality

or the flag of their ship.

ITOPF - The International Tanker Owner Pollution

Federation is a not-for-profit organisation

established on behalf of the world's shipowners to

promote an effective response to marine spills of oil,

chemicals and other hazardous substances.

Knot - A unit of speed equal to one nautical mile

(1.852 km) per hour, approximately 1.151 mph.

KPI - KA performance indicator or key performance

indicator is a type of performance measurement. An

organisation may use KPIs to evaluate its success,

or to evaluate the success of a particular activity in

which it is engaged.

LNG - Liquefied Natural Gas has been made over

millions of years of transformation of organic

materials, such as plankton and algae. Natural gas is

95% methane, which is actually the cleanest fossil

fuel. The combustion of natural gas primarily emits

water vapour and small amounts of carbon dioxide

( CO2). This property means that associated CO2

emissions are 30 to 50% lower than those produced

by other combustible fuels.

LR1/LR2 - Abbreviations for Long Range oil tankers.

Tankers with approx. 50-80,000 dwt (LR1) and

approx. 80-120,000 dwt. (LR2).

MACN - The Maritime Anti-Corruption Network is a

global business network working towards its vision

of a maritime industry free of corruption that

enables fair trade to the benefit of society at large.

mbpd - Million Barrels Per Day

MLC - The Maritime Labour Convention, 2006 sets

minimum requirements for nearly every aspect of

working and living conditions for seafarers including

recruitment and placement practices, conditions of

employment, hours of work and rest, repatriation,

annual leave, payment of wages, accommodation,

recreational facilities, food and catering, health

protection, occupational safety and health, medical

care, onshore welfare services and social protection.

Mt - Metric Ton (or Tonne) of fuel – quantity in litres

depends on fuel type.

MOPU - A Mobile Offshore Production Unit is any

type of portable structure that can be reused when

procuring oil and gas from the seabed. These are

typically used when the depth of drilling is over

500m. If the water is any shallower, then fixed

platforms are constructed.

NAMEPA - The North American Marine

Environment Protection Association is a marine

industry-led organisation of environmental stewards

preserving the marine environment by promoting

sustainable marine industry best practices and

educating seafarers, students and the public about

the need and strategies for protecting global ocean,

lake and river resources.

Newcastlemax - The Newcastlemax bulk carrier is

a large vessel used to transport bulk cargo such as

coal, iron ore, and grain across the world’s oceans.

NGO – a non-governmental organisation is a non-

profit group that functions independently of any

government. NGOs, sometimes called civil

societies, are organised on community, national and

international levels to serve a social or political goal

such as humanitarian causes or the environment.

NOx - In atmospheric chemistry, NOx is a generic

term for the nitrogen oxides that are most relevant

for air pollution, namely nitric oxide (NO) and

nitrogen dioxide (NO2). These gases contribute to

the formation of smog and acid rain, as well as

affecting tropospheric ozone.

OCIMF - The Oil Companies International Marine

Forum is a voluntary association of oil companies

with an interest in the shipment and terminalling of

crude oil, oil products, petrochemicals and gas.

OCIMF focuses exclusively on preventing harm to

people and the environment by promoting best

practice in the design, construction and operation of

tankers, barges and offshore vessels and their

interfaces with terminals.

OECD - The Organisation for Economic Co-

operation and Development is an international

organisation that works to build better policies for

better lives. The goal is to shape policies that foster

prosperity, equality, opportunity and well-being for

all.

OPEC - The Organization of Petroleum Exporting

Countries is an organisation of 13 oil-producing

countries. The mission of the organisation is to

"coordinate and unify the petroleum policies of its

member countries and ensure the stabilisation of oil

markets, in order to secure an efficient, economic

and regular supply of petroleum to consumers, a

steady income to producers, and a fair return on

capital for those investing in the petroleum industry.

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OPEC+ - The Organization of the Petroleum

Exporting Countries Plus is a loosely affiliated entity

consisting of the 13 OPEC members and 10 of the

world's major non-OPEC oil-exporting nations.

P&I Insurance - Protection and indemnity

insurance, commonly known as P&I insurance, is a

form of marine insurance provided by a P&I club. A

P&I club is a mutual (i.e. a co-operative) insurance

association that provides cover for its members,

who will typically be ship owners, ship operators or

charterers.

Plimsoll line - A reference mark located on a ship's

hull that indicates the maximum depth to which the

vessel may be safely immersed when loaded with

cargo. This depth varies with a ship's dimensions,

type of cargo, time of year, and the water densities

encountered in port and at sea.

Pool - A pool is a group of similar size and quality

vessels with different ship owners that are placed

under one administrator or manager. Pools allow for

scheduling and other operating efficiencies such as

multi-legged charters and Contracts of

Affreightment.

Pool points - A system of pool points creates a

model for a vessel with a performance equating to

the average of those being pooled. This ship is

awarded 100 pool points. All other ships in the pool

are then given more or less pool points adjusted for

the characteristics of each vessel. Pool points, by

their nature, can only be used to address the

differences between the vessels as described, and

not the vessel as performed.

Product tanker - These tankers are designed for

the carriage of liquified asphalt or bitumen at

temperatures up to 250°-260°. This type of tanker

is equipped with an independent tank and a

powerful cargo heating system to maintain the

required temperature of the cargo during transport.

Profit share - A mechanism where, depending on

the outcome of the negotiations and under certain

Time Charter contracts it is being agreed that the

owner of the vessel is entitled to an increase of the

agreed base hire rate (minimum or floor) amounting

to a certain percentage of the difference between

that base rate and the average of rates applicable

for a certain period on certain routes.

SBT - Segregated ballast tanks are dedicated tanks

constructed for the sole purpose of carrying ballast

water on oil tanker ships. They are completely

separated from the cargo, and fuel tanks and only

ballast pumps are used in the SBT.

Scrubbers - Shortened term for Exhaust Gas

Cleaning Systems (EGCS), or SOx (sulphur dioxide)

scrubbers. These are used to remove harmful

elements (mainly sulphur oxides) from exhaust

gases from vessels by using wash water from the

sea to neutralise the exhaust product. There are two

key categories - open loop scrubbers which

discharge wash water used into the ocean and

closed loop which retain the waste product until it

can be delivered to an appropriate location.

SEEMP - The Ship Energy Efficiency Management

Plan is an operational measure that establishes a

mechanism to improve the energy efficiency of a

ship in a cost-effective manner. The SEEMP also

provides an approach for shipping companies to

manage ship and fleet efficiency performance over

time using, for example, the Energy Efficiency

Operational Indicator (EEOI) as a monitoring tool.

Shale oil - Crude oil that is extracted from oil shale

(fine grained sedimentary rock containing kerogen)

by using techniques other than the conventional (oil

well) method, for example heating and distillation.

SOx - The two main pollutants from the ship’s

emission are Nitrogen oxides (NOx) and Sulphur

oxides (SOx). These gases have adverse effects on

the ozone layer in the troposphere area of the

earth’s atmosphere which results in the greenhouse

effect and global warming.

Spar - A Single Point Mooring and Reservoir is a

type of floating oil platform typically used in very

deep waters and is named for logs used as buoys in

shipping that are moored in place vertically. Spar

production platforms have been developed as an

alternative to conventional platforms.

Special Survey - The survey required by the

Classification Society that usually takes place every

five years and usually in a dry-dock. During the

Special Survey all vital pieces of equipment and

compartments and steel structures are opened up

and inspected by the classification surveyor.

Spill - Oil getting into the sea, in any amount, for

any reason.

Spot (Voyage) Charter - A charter for a particular

vessel to transport a single cargo between specified

loading port(s) and discharge port(s) in the immediate

future. The contract rate (spot rate) covers total

operating expenses such as port charges, bunkering,

crew expenses, insurance, repairs and canal tolls. The

charterer will generally pay all cargo-related costs and

is liable for Demurrage, if incurred. The rate is usually

quoted in terms of Worldscale.

Spot Market - The market for the immediate charter

of a vessel.

Spot Price - Current market price for an asset or

commodity

Suezmax - The maximum size vessel that can sail

loaded through the Suez Canal. This is generally

considered to be between 120,000 and 199,999 dwt

and mostly about 150,000 dwt, depending on a

ship’s dimensions and draft. These tankers can

transport up to one million barrels of crude oil.

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Sustainability-linked Loan - Sustainability-linked

Loans or ESG Linked Loans are general corporate

purpose loans used to incentivise borrowers'

commitment to sustainability and to support

environmentally and socially sustainable economic

activity and growth. Under this lending model,

borrowers pay higher interest rates when they fail to

meet certain environmental, social and governance-

linked goals. By the same token, they pay less when

they exceed ESG targets.

SDG - The Sustainable Development Goals, also

known as the Global Goals, were adopted by all

United Nations Member States in 2015 as a

universal call to action to end poverty, protect the

planet and ensure that all people enjoy peace and

prosperity by 2030.

T&Cs - Terms and Conditions

Technical Management - The management of the

operation of a vessel, including physically

maintaining and repairing the vessel, maintaining

necessary certifications and supplying necessary

stores, spares and lubricating oils. Responsibilities

also generally include selecting, engaging and

training crew and could also include arranging

necessary insurance coverage.

TEU - Twenty-foot equivalent unit. A twenty-foot

equivalent unit is a shipping container whose

internal dimensions measure about 20 feet long, 8

feet wide, and 8 feet tall. It can hold between 9 and

11 pallets, depending on whether they are standard

pallets or EUR-pallets. Two TEUs have the capacity

of a single FEU.

Time Charter (T/C) - A charter for a fixed period of

time, usually between one and ten years, under

which the owner hires out the vessel to the

charterer fully manned, provisioned and insured.

The charterer is usually responsible for bunkers,

port charges, canal tolls and any extra cost related

to the cargo. The charter rate (hire) is quoted in

terms of a total cost per day. Subject to any

restrictions in the charter, the customer decides the

type and quantity of cargo to be carried and the

ports of loading and unloading.

TCE - Time Charter Equivalent rate is a standard

shipping industry performance measure used

primarily to compare period-to-period changes in a

shipping company's performance despite changes

in the mix of charter types (i.e. spot charters, time

charters and bareboat charters) under which the

vessels may be employed between the periods.

A standard method to compute TCE is to divide

voyage revenues (net of expenses) by available

days for the relevant time period. Expenses

primarily consist of port, canal and fuel costs.

TLP - A tension-leg platform or extended tension

leg platform (ETLP) is a vertically moored floating

structure normally used for the offshore production

of oil or gas and is particularly suited for water

depths greater than 300 meters (about 1,000 ft.)

and less than 1,500 meters (about 4,900 ft). Use of

tension-leg platforms has also been proposed for

wind turbines.

Tonnage Tax Regime - An alternative way of

calculating taxable income of operating qualifying

ships. Taxable profits are calculated by reference

to the net tonnage of the qualifying vessels a

company operates, independent of the actual

earnings (profit or loss).

Ton-mile - A unit for freight transportation

equivalent to a ton of freight moved one mile.

Ton-mile demand - A calculation that multiplies the

average distance of each route a tanker travels by

the volume of cargo moved. The greater the

increase in long-haul movement compared with

shorter haul movements, the higher the increase in

ton-mile demand.

Tramp - As opposed to freight liners, tramp vessels

trade on the spot market with no fixed schedule,

itinerary or ports-of-call. Trampers go wherever the

cargo is and carry it to wherever it wants to go,

within reason, like taxi cabs.

Treasury shares - Treasury stock, also known as

treasury shares or reacquired stock refers to

previously outstanding stock that is bought back

from stockholders by the issuing company.

ULCC - Ultra Large Crude Carriers are the largest

shipping vessels in the world with a size ranging

between 320,000 to 500,000 dwt. Due to their

mammoth size, they need custom built terminals. As

a result they serve a limited number of ports with

adequate facilities to accommodate them. They are

primarily used for very long distance crude oil

transportation from the Persian Gulf to Europe, Asia

and North America. ULCC are the largest shipping

vessels being built in the world with standard

dimensions of 415 meters length, 63 meters width

and 35 meters draught.

Vessel Expenses - Includes crew costs, vessel

stores and supplies, lubricating oils, maintenance

and repairs, insurance and communication costs

associated with the operation of vessels.

Vetting - Ship Vetting is a risk assessment process

carried out by charterers and terminal operators in

order to avoid making use of deficient ships or

barges when goods are being transported by sea or

by inland waterways.

VLCC - The abbreviation for Very Large Crude

Carrier. Tankers with a capacity between 200,000

and 320,000 dwt. These tankers can transport up to

two million barrels of crude oil.

VLCC Equivalent - The capacity of 1 VLCC or 2

Suezmax vessels.

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Voyage Expenses - Includes fuel, port charges,

canal tolls, cargo handling operations and brokerage

commissions paid by the ship owner under Voyage

Charters. These expenses are subtracted from

shipping revenues to calculate Time Charter

Equivalent revenues for Voyage Charters.

V-Plus - A crude oil tanker (ULCC or Ultra Large

Crude Carrier) of more than 350,000 dwt which

makes it one of the biggest oil tankers in the world.

These tankers can transport up to three million

barrels or more of crude oil and are mainly used on

the same long-haul routes as VLCCs. To

differentiate them from smaller ULCCs, these ships

are sometimes given the V-Plus size designation.

Worldscale - The New Worldwide Tanker Nominal

Freight Scale is a catalogue of theoretical freight

rates expressed as USD per ton for most of the

conceivable spot voyages in the tanker trade. The

final rate agreed will be determined as a percentage

of the ‘Worldscale’ rate, based upon a guaranteed

minimum quantity of cargo. That allows for charter

parties to cover a wide range of possible voyage

options without the need to calculate and negotiate

each one separately.

WTI oil price - (US Oil) West Texas Intermediate,

one of three main benchmarks for oil pricing.

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CMB.TECH - Annual Report 2025

GRI Content Index

193

CMB.TECH - Annual Report 2025

Tabel 47: GRI index


	Indicators	Reference Standard					Reference in AR2025
	Indicators	SDGs	SASB	GRI	ESRS	GHG Protocol	Reference in AR2025
TOTAL GHG EMISSIONS	Scope 1 GHG emissions	SDG 13	TR-MT-110a.1	GRI 305-1	E1-7	•	page 72
	Scope 2 GHG emissions	SDG 13	TR-MT-110a.1	GRI 305-2	E1-8	•	page 72
	GHG emission intensity	SDG 13	TR-MT-110a.1	GRI 305-4	E1-11	•	page 72
	GHG emission management and long-term strategy to manage emissions	SDG 13	TR-MT-110a.2	GRI-DMA 305-1, GRI 305-5	D Rq. E1-E4	•	page 72
	Scope 3 GHG emissions	SDG 13		GRI 305-3, GRI 308-2	E1-9	•	page 72
	Scope 3 - Category 1 - Purchased Goods and Services	SDG 13		GRI 305-3	E1-9 par 46	•	page 72
	Scope 3 - Category 1 - Capital Goods	SDG 13		GRI 305-3	E1-9 par 46	•	page 72
	Scope 3 - Category 3 - Fuel and Energy related activities	SDG 13		GRI 305-3	E1-9 par 46	•	page 72
	Scope 3 - Category 4 - Transportation and Distribution	SDG 13		GRI 305-3	E1-9 par 46	•	page 72
	Scope 3 - Category 6 - Business Travel	SDG 13		GRI 305-3	E1-9 par 46	•	page 72
	Scope 3 - Category 8 - downstream Leased assets	SDG 13		GRI 305-3	E1-9 par 46	•	page 72
ENERGY USE	Energy Mix (1) Total energy consumed; (2) percentage heavy fuel oil; (3) percentage renewable	SDG 13	TR-MT-110a.3	GRI 302-1, 302-3	D Rq. E1-5	•	page 58
CARBON INTENSITY	Annual Efficiency Ratio (AER)	SDG 13	TR-MT-110a.2	GRI 305-1	Not Defined	•	page 73
AIR POLLUTANTS	Air emissions of the following pollutants: (1) NOx (excluding N2O), (2) Sox, (3) PMs	SDG 3	TR-MT-120a.1, MARPOL Annex VI Reg. 14	GRI 305-7	D Rq. E2-4	•	page 58
SHIP RECYCLING	Responsible ship recycling	SDG 8, 12, 14		GRI 102-12	D Rq. E5-5		pages 77

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MARINE BIODIVERSITY & POLLUTION PREVENTION	Biodiversity	SDG 14, 17	TR-MT-160a.1	GRI 304-2	D Rq. E4-1...E4-6 Under Taxonomy Reg.	pages 77
	Percentage of fleet implementing ballast water (1) exchange and (2) treatment	SDG 14	TR-MT-160a.2	GRI 303-4	D Rq. E3-1… E3-7, OG 5-E3	page 77
	Number and aggregate volume of spills and releases to the environment	SDG 14	TR-MT-160a.3	GRI 306-3	D Rq. E3-1… E3-7	page 58
HEALTH	Health policies	SDG 3		GRI 403-2, 403-3, 403-6	D. Rq. S1-1	page 99
SAFETY	Safety performance indicators	SDG 8	TR-MT-320a.1	GRI 403-9	D Rq. S1-11	page 103
SECURITY	Security and Cybersecurity policy	SDG 9		GRI 418-1	D. Rq. S1-5, S1-26	page 104
COLLABORATIONS	Number and type of initiatives and collaborations - Society	SDG 17		GRI 102-12, 102-13	D. Rq. S3-2, S3-3, 2-GOV-1	page 93-94
COLLABORATIONS	Number and type of initiatives and collaborations - Environment	SDG 17		GRI 102-12, 102-13, 413-1	D. Rq. S3-2, S3-3, 2-GOV-1	pages 78
TRANSPARENCY AND ETHICAL BEHAVIOUR	Social policies	SDG 8		GRI: 103-1, 103-2, 103-3, 403-6, 412-2	D. Rq. S1-1	pages 82
HUMAN VALUE	Diversity of workforce	SDG 5, 10		GRI 405-1, 102-1, 102-2, 102-3, 102-8	D Rq. G1-1, G1-4, G1-9	page 86
	Gender equality	SDG 5		GRI 102-12	D. Rq. G1-4, G1-9	page 86
	Human rights	SDG 8			D. Rq. 2-GOV 5, S1-1	page 82
	Talent attraction	SDG 8		GRI 103-1, 103-2, 103-3	D. Rq. S1-7	pages 84
	Training hours	SDG 4		GRI 103-1, 103-2, 103-3, 404-1, 404-2, 404-3	D. Rq. S1-1	pages 85

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CMB.TECH - Annual Report 2025


GOVERNANCE	Code of Business Conduct and Ethics	SDG 8, (17)		GRI 102-12, 102-5, 102-16, 102-18, 405-1, 102-16, 205-1, 206-1, 406-1, 407-1, 408-1, 409-1, 412-1	D. Rq. 2- GOV-1, D. Rq. G2-1	page 107
CORRUPTION	Port state control Number of (1) deficiencies and (2) detentions received from regional port state control (PSC) organisations.	SDG 8, 14	TR-MT-540a.3			page 58
	Anti-corruption policy	SDG 16	TR-MT-510a.1	GRI 205-2	D.Rq. G2-2	page 107
	Corruption risk Number of calls at ports or net revenue in countries that have the 20 lowest rankings in Transparency International’s Corruption Perception Index	SDG 16	TR-MT-510a.1	GRI 205-2	D Rq. G2-2	page 58
	Fines	SDG 16	TR-MT-510a.2	GRI 419-1	D Rq. E2-6	page 82
	Internal control system				D. Rq. G1-7, G1-8	page 109
RISK MANAGEMENT	Risk factors and management				D. Rq. G1-7, G1-8	page 109-134
OPERATIONAL PERFORMANCE	Number of seafarers	SDG 8	TR-MT-000.A	GRI 102-8	D Rq. S1-7	page 58
	Total distance travelled by vessels	SDG 8	TR-MT-000.B			page 58
	Operating days	SDG 8	TR-MT-000.C			page 58
	Deadweight tonnage	SDG 8	TR-MT-000.D			page 58
	Number of vessels in total shipping fleet	SDG 8	TR-MT-000.E			page 58
	Number of vessel port calls	SDG 8	TR-MT-000.F			page 58
	GHG reduction strategies	SDG 13	TR-MT-110a.2	GRI 201-2	D Rq. E1-E4	page 58
	GHG emissions data for all years between the base year and the reporting year	SDG 13	TR-MT-110a.2	GRI 305-1		page 73


Activities and achievements	34
Overview of the year 2025	35
Events occurring after the end of the financial year ending 31 December, 2025	41
Ship management	42
Fleet and markets	44
Market dynamics [1]	45
CMB.TECH fleet	52
TCE Rates	53
Sustainability Report	54
Sustainability	55
Sustainability key figures 2025*	58
Sustainability strategy	59
Transparent reporting	60
Stakeholder engagement	63
Environment	64
Approach to environment	65
Decarbonising shipping	66
Water and marine biodiversity preservation	77
Overview initiatives and collaborations - Environment	78


Measures regarding insider dealing and market manipulation	161
Market prospects for 2026	163
Bocimar – dry-bulk markets prospects [1]	163
Euronav – tanker markets prospects [1]	164
Bochem – chemical markets prospects [1]	165
Delphis – container markets prospects [1]	166
Windcat – offshore energy markets prospects [1]	167
CMB.TECH fleet	168
Euronav	169
Bocimar	172
Delphis	177
Bochem	178
Windcat	179
Port vessels	182
Glossary	185
GRI Content Index	192