Financial Report 2025

(in thousands of EUR)

Total remuneration

CMB.TECH - Financial Report 2025


EQUITY and LIABILITIES
Equity
Share capital	15	343,440	239,148
Share premium	15	1,817,557	460,486
Translation reserve	-	9,502	(2,045)
Hedging reserve	15	90	2,145
Treasury shares	15	(284,508)	(284,508)
Retained earnings	-	737,239	777,098
Equity attributable to owners of the Company		2,623,320	1,192,324

Non-current liabilities
Bank loans	17	2,839,590	1,450,869
Other notes	17	—	198,887
Other borrowings	17	1,876,795	667,361
Lease liabilities	17	3,368	1,451
Other payables	18	20	—
Employee benefits	-	1,180	1,060
Deferred tax liabilities	10	485	438
Total non-current liabilities		4,721,438	2,320,066

Current liabilities
Trade and other payables	18	222,492	79,591
Current tax liabilities	-	8,288	9,104
Bank loans	17	351,170	201,937
Other notes	17	203,287	3,733
Other borrowings	17	273,898	95,724
Lease liabilities	17	1,681	2,293
Provisions	21	—	274
Total current liabilities		1,060,816	392,656

TOTAL EQUITY and LIABILITIES		8,405,574	3,905,046

The accompanying notes on pages 15 to 126 are an integral part of these condensed consolidated financial statements.

CMB.TECH - Financial Report 2025

Consolidated statement of profit or loss



(in thousands of USD except per share amounts)	Note	2025	2024	2023
		Jan. 1 - Dec 31, 2025	Jan. 1 - Dec 31, 2024	Jan. 1 - Dec 31, 2023
Shipping income
Revenue	4	1,666,080	940,246	1,235,127
Gains on disposal of vessels/other tangible assets	8	192,568	635,019	372,444
Other operating income	4	29,756	50,660	23,316
Total shipping income		1,888,404	1,625,925	1,630,887

Operating expenses
Raw materials and consumables	-	(10,265)	(3,735)	—
Voyage expenses and commissions	5	(362,155)	(174,310)	(142,090)
Vessel operating expenses	5	(420,409)	(199,646)	(231,033)
Charter hire expenses	-	(3,124)	(138)	(4,500)
Loss on disposal of vessels/other tangible assets	8	(4)	(2)	—
Depreciation tangible assets	8	(384,684)	(163,148)	(219,428)
Amortisation intangible assets	9	(3,284)	(2,881)	(1,612)
Impairment losses	8	(5,354)	(1,847)	—
General and administrative expenses	5	(141,975)	(77,766)	(62,532)
Total operating expenses		(1,331,254)	(623,473)	(661,195)

RESULT FROM OPERATING ACTIVITIES		557,150	1,002,452	969,692

Finance income	6	22,876	38,689	67,168
Finance expenses	6	(429,817)	(169,339)	(171,897)
Net finance expenses		(406,941)	(130,650)	(104,729)

Share of profit (loss) of equity accounted investees (net of income tax)	26	(882)	920	(927)

PROFIT (LOSS) BEFORE INCOME TAX		149,327	872,722	864,036

Income tax benefit (expense)	7	(10,185)	(1,893)	(6,009)

PROFIT (LOSS) FOR THE PERIOD		139,142	870,829	858,027

Attributable to:
Owners of the company	-	160,696	870,829	858,027

CMB.TECH - Financial Report 2025


Non-controlling interest	-	(21,554)	—	—

Basic earnings per share	16	0.70	4.44	4.25
Diluted earnings per share	16	0.70	4.44	4.25

Weighted average number of shares (basic)	16	229,443,392	196,041,579	201,901,743
Weighted average number of shares (diluted)	16	229,443,392	196,041,579	201,901,743

The accompanying notes on pages 15 to 126 are an integral part of these condensed consolidated financial statements.

CMB.TECH - Financial Report 2025

Consolidated statement of comprehensive income



(in thousands of USD)	Note	2025	2024	2023
		Jan. 1 - Dec 31, 2025	Jan. 1 - Dec 31, 2024	Jan. 1 - Dec 31, 2023
Profit (loss) for the period		139,142	870,829	858,027

Other comprehensive income (expense), net of tax
Items that will never be reclassified to profit or loss:
Remeasurements of the defined benefit liability (asset)	-	88	200	(116)
Items that are or may be reclassified to profit or loss:
Foreign currency translation differences	6	11,547	(2,280)	259
Cash flow hedges - effective portion of changes in fair value	15	(2,055)	1,005	(6,164)
Cash flow hedges - recycling into P&L	-	—	—	(25,749)
Other comprehensive income (expense), net of tax		9,580	(1,075)	(31,770)

Total comprehensive income (expense) for the period		148,722	869,754	826,257

Attributable to:
Owners of the company	-	170,276	869,754	826,257
Non-controlling interest	-	(21,554)	—	—

The accompanying notes on pages 15 to 126 are an integral part of these condensed consolidated financial statements.

CMB.TECH - Financial Report 2025

Consolidated statement of changes in equity


(in thousands of USD)	Note	Share capital	Share premium	Translation reserve	Hedging reserve	Treasury shares	Retained earnings	Total equity

Balance at January 1, 2023		239,148	1,678,336	(24)	33,053	(163,024)	385,976	2,173,465

Profit (loss) for the period	-	—	—	—	—	—	858,027	858,027
Total other comprehensive income (expense)	-	—	—	259	(31,913)	—	(116)	(31,770)
Total comprehensive income (expense)		—	—	259	(31,913)	—	857,911	826,257

Transactions with owners of the company
Dividends to equity holders	-	—	(211,807)	—	—	—	(434,487)	(646,294)
Treasury shares delivered in respect of share- based payment plans	-	—	—	—	—	5,429	—	5,429
Equity-settled share-based payment	-	—	—	—	—	—	(1,484)	(1,484)
Total transactions with owners		—	(211,807)	—	—	5,429	(435,971)	(642,349)

Balance at December 31, 2023		239,148	1,466,529	235	1,140	(157,595)	807,916	2,357,373

Balance at January 1, 2024		239,148	1,466,529	235	1,140	(157,595)	807,916	2,357,373

Profit (loss) for the period	-	—	—	—	—	—	870,829	870,829
Total other comprehensive income (expense)	-	—	—	(2,280)	1,005	—	200	(1,075)
Total comprehensive income (expense)		—	—	(2,280)	1,005	—	871,029	869,754

Transactions with owners of the company
Business Combination	25	—	—	—	—	—	(796,970)	(796,970)
Dividends to equity holders	15	—	(1,006,043)	—	—	—	(104,877)	(1,110,920)
Treasury shares acquired	-	—	—	—	—	(126,913)	—	(126,913)
Total transactions with owners		—	(1,006,043)	—	—	(126,913)	(901,847)	(2,034,803)

Balance at December 31, 2024		239,148	460,486	(2,045)	2,145	(284,508)	777,098	1,192,324

CMB.TECH - Financial Report 2025


	Note	Share capital	Share premium	Translation reserve	Hedging reserve	Treasury shares	Retained earnings	Equity attributable to owners of the Company	Non- controlling interest	Total equity
Balance at January 1, 2025		239,148	460,486	(2,045)	2,145	(284,508)	777,098	1,192,324	—	1,192,324
Profit (loss) for the period	-	—	—	—	—	—	160,696	160,696	(21,554)	139,142
Total other comprehensive income (expense)	-	—	—	11,547	(2,055)	—	88	9,580	—	9,580
Total comprehensive income (expense)		—	—	11,547	(2,055)	—	160,784	170,276	(21,554)	148,722

Transactions with owners of the company
Business combination - Initial purchase	25	—	—	—	—	—	—	—	1,453,575	1,453,575
Business combination - Subsequent purchases	25	—	—	—	—	—	72,726	72,726	(209,792)	(137,066)
Merger	25	104,292	1,357,071	—	—	—	(244,352)	1,217,011	(1,217,011)	—
Dividends to equity holders	15	—	—	—	—	—	(29,017)	(29,017)	—	(29,017)
Dividends to non- controlling interest	15	—	—	—	—	—	—	—	(5,218)	(5,218)
Total transactions with owners		104,292	1,357,071	—	—	—	(200,643)	1,260,720	21,554	1,282,274
Balance at December 31, 2025		343,440	1,817,557	9,502	90	(284,508)	737,239	2,623,320	—	2,623,320

The accompanying notes on pages 15 to 126 are an integral part of these condensed consolidated financial statements.

CMB.TECH - Financial Report 2025

Consolidated statement of cash flows


(in thousands of USD)	Note	2025		2024	2023
		Jan. 1 - Dec 31, 2025		Jan. 1 - Dec 31, 2024	Jan. 1 - Dec 31, 2023
Cash flows from operating activities
Profit (loss) for the period	-	139,142		870,829	858,027
Adjustments for:		618,492		(355,549)	(40,034)
Depreciation of tangible assets	8	384,684		163,148	219,428
Amortisation of intangible assets	9	3,284		2,881	1,612
Impairment losses	8	5,354		1,847	—
Provisions	-	(274)		(325)	(295)
Income tax (benefits)/expenses	7	10,185		1,893	6,009
Share of (profit)/loss of equity-accounted investees, net of tax	26	882		(920)	927
Net finance expenses	6	406,941		130,650	104,729
(Gain)/loss on disposal of assets	8	(192,564)		(635,017)	(372,444)
(Gain)/loss on disposal of subsidiaries	24	—		(19,706)	—
Changes in working capital requirements		7,264		39,307	105,881
Change in cash guarantees	11	(8,986)		(46,869)	12,234
Change in inventory	12	(13,263)	—	5,197	19,132
Change in trade receivables	13	38,631		95,930	43,036
Change in accrued income	13	(17,957)		7,410	(2,286)
Change in deferred charges and fulfillment costs	13	(7,110)		(6,065)	2,096
Change in other receivables	11/13	30,230		3,317	1,163
Change in trade payables	18	34,687		(14,867)	17,336
Change in accrued payroll	18	4,155		(94)	603
Change in accrued expenses	18	(37,031)		(18,999)	8,686
Change in deferred income	18	19,280		6,602	(187)
Change in other payables	18	(35,438)		7,758	263
Change in provisions for employee benefits	-	66		(13)	3,805
Income taxes paid during the period	-	(4,657)		(4,549)	(6,675)
Interest paid	6-19	(323,115)		(109,136)	(130,375)
Interest received	6-13	6,414		17,112	50,556

CMB.TECH - Financial Report 2025


Net cash from operating activities		443,540	458,014	837,380
Acquisition of vessels and vessels under construction	8	(1,026,068)	(1,114,907)	(337,195)
Proceeds from the sale of vessels	8	509,817	1,718,862	1,206,636
Acquisition of other tangible assets and prepayments	8	(3,741)	(5,022)	(1,407)
Acquisition of intangible assets	9	(1,503)	(1,541)	(60)
Proceeds from the sale of other (in)tangible assets	8	860	2,000	—
Loans from (to) related parties	26	(3,403)	(4,485)	—
Net cash on deconsolidation / sale of subsidiaries	-	—	822	—
Investment in other companies	26	—	(45,000)	—
Net cash paid in business combinations and joint ventures	24/25	(1,098,897)	(1,152,620)	—
Repayment of loans from related parties	-	—	(79,930)	—
Lease payments received from finance leases	-	1,263	1,591	1,706
Dividends from other investments	26	9,876	1,050	—
Net cash from (used in) investing activities		(1,611,796)	(679,180)	869,680
Purchase of treasury shares	15	—	(126,913)	—
Proceeds from new borrowings	17	6,469,027	2,722,525	2,694,127
Repayment of borrowings	17	(4,237,099)	(1,177,328)	(2,933,724)
Repayment of commercial paper	17	(221,304)	(357,171)	(458,272)
Repayment of sale and leaseback	17	(379,423)	(54,299)	(96,006)
Repayment of lease liabilities	17	(121,881)	(33,879)	(21,942)
Transaction costs related to issue of loans and borrowings	17	(74,394)	(19,223)	(14,530)
Dividends paid	15	(20,157)	(1,126,683)	(630,540)
Acquisition of non-controlling interest	25	(137,066)	—	—
Net cash from (used in) financing activities		1,277,704	(172,971)	(1,460,887)

Net increase (decrease) in cash and cash equivalents		109,448	(394,137)	246,173
Net cash and cash equivalents at the beginning of the period	14	38,869	429,370	179,929
Effect of changes in exchange rates	-	(1,788)	3,636	3,268
Net cash and cash equivalents at the end of the period	14	146,529	38,869	429,370

The accompanying notes on pages 15 to 126 are an integral part of these condensed consolidated financial statements.

CMB.TECH - Financial Report 2025

Notes to the condensed consolidated

financial statements for the year ended

31 December 2025

Note 1 - Material accounting policies

Note 2 - Segment reporting

Note 3 - Assets and liabilities held for sale and discontinued

operations

Note 4 - Revenue and other operating income

Note 5 - Expenses for shipping activities and other expenses

from operating activities

Note 6 - Net finance expense

Note 7 - Income tax benefit (expense)

Note 8 - Property, plant and equipment

Note 9 - Intangible assets and goodwill

Note 10 - Deferred tax assets and liabilities

Note 11 - Non-current receivables

Note 12 - Inventory

Note 13 - Trade and other receivables - current

Note 14 - Cash and cash equivalents

Note 15 - Equity

Note 16 - Earnings per share

Note 17 - Interest-bearing loans and borrowings

Note 18 - Trade and other payables

Note 19 - Financial instruments - Fair values and risk

management

Note 20 - Leases

Note 21 - Provisions and contingencies

Note 22 - Related parties

Note 23 - Share-based payment arrangements

Note 24 - Group entities

Note 25 - Business Combination

Note 26 - Investments

Note 27 - Major exchange rates

Note 28 - Audit fees

Note 29 - Subsequent events

Note 30- Statement on the true and fair view of the

consolidated financial statements and the fair overview of the

management report

CMB.TECH - Financial Report 2025

Note 1 - Material accounting policies

1. Reporting Entity

CMB.TECH NV (the “Company”) is a company

domiciled in Belgium. The address of the

Company’s registered office is De Gerlachekaai

20, 2000 Antwerpen, Belgium. The consolidated

financial statements of the Company comprise

the Company and its subsidiaries (together

referred to as the “Group”) and the Group’s

interests in associates and joint ventures.

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 Group develops low-carbon

solutions across all our divisions and also offers

hydrogen and ammonia fuel to customers,

through its own production or third-party

producers. CMB.TECH also works on developing

hydrogen-powered industrial applications like

trucks, locomotives and straddle carriers.

CMB.TECH is listed on Euronext Brussels as well

as the New York Stock Exchange under the

unique code ‘CMBT’ and on Euronext Oslo Børs

under the ticker symbol “CMBTO”. The Company

was incorporated under the laws of Belgium on

June 26, 2003, and grew out of three companies

that had a strong presence in the shipping

industry: Compagnie Maritime Belge NV, or CMB,

formed in 1895, Compagnie Nationale de

Navigation SA, or CNN, formed in 1938, and

Ceres Hellenic formed in 1950. The Company

started doing business under the name “Euronav”

in 1989 when it was initially formed as the

international tanker subsidiary of CNN. Euronav

NV merged in 2018 with Gener8 Maritime, Inc,

which became a wholly-owned subsidiary of

Euronav NV. On October 9, 2023, the Company

announced that its two reference shareholders

CMB NV and Frontline plc/Famatown Finance Ltd.

reached an agreement. The agreement

comprised that CMB acquired Frontline's 26.12%

stake in the Company, Frontline acquired 24

VLCC tankers from the Euronav fleet and the

Company's pending arbitration action against

Frontline and affiliates was settled. At the end of

2023, Euronav NV and CMB NV entered into a

share purchase agreement for the acquisition of

100% shares in CMB.TECH Enterprises. On

February 7, 2024, Euronav held a Special

Meeting of Shareholders in which the acquisition

was approved by shareholders at the

Extraordinary General Meeting of Euronav NV on

July 2, 2024, became effective. The Company

changed its corporate name to reflect its new

strategy focusing on fleet diversification and

decarbonization.

CMB.TECH - Financial Report 2025

2. Basis of accounting

These financial statements 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).

Changes in accounting policies are described in

policy 6. All accounting policies have been

consistently applied for all periods presented in

the consolidated financial statements unless

disclosed otherwise.

The consolidated financial statements were

authorised for issue by the Supervisory Board on

April 20, 2026.

3. Basis of measurement

The consolidated financial statements have been

prepared on the historical cost basis except for

the following material items in the statement of

financial position:

– Derivative financial instruments are measured

at fair value

– Non-current assets held for sale are

recognised at fair value less cost of disposal if

it is lower than their carrying amount

– Investments: equity instruments are measured

at fair value

4. Functional and presentation

currency

The consolidated financial statements are presented

in USD, which is the Company’s functional and

presentation currency. All financial information

presented in USD has been rounded to the nearest

thousand except when otherwise indicated.

CMB.TECH - Financial Report 2025

5. Use of estimates and judgements

The preparation of the consolidated financial

statements in conformity with IFRS requires

management to make judgements, estimates and

assumptions that affect the application of the

Group's accounting policies and the reported

amounts of assets and liabilities, income and

expenses.

The estimates and associated assumptions are

based on historical experience and various other

factors that are believed to be reasonable under

the circumstances, the results of which are the

basis of making the judgements about carrying

values of assets and liabilities that are not readily

apparent from other sources. Actual results may

differ from these estimates.

The estimates and underlying assumptions are

reviewed on an ongoing basis. Revisions to

accounting estimates are recognised in the period

in which the estimate is revised if the revision

affects only that period, or in the period of the

revision and future periods if the revision affects

both current and future periods.

A. Judgements

Information about judgements made in applying

accounting policies that have the most significant

effects on the amounts recognised in the

consolidated financial statement is included in the

following notes:

– Note 3 - Assets held for sale and discontinued

operations

– Note 8 - Impairment of vessels

– Note 9 - Impairment of goodwill

– Note 11 - Oceania cash security deposit:

accounted as long term asset

– Note 17 - Sale and leaseback: accounted for

as a sale or a financing transaction

– Note 25 - Business combination Golden

Ocean Group Limited: control assessment

B. Assumptions and estimation

uncertainties

Information about assumptions and estimation

uncertainties that have a significant risk of resulting

in a material adjustment to the carrying amounts in

the next financial years is included in the following

notes:

– Accounting policy 11.5 - Depreciation policy:

The Group reviewed the residual value of its

vessels, an accounting estimate, in

accordance with its accounting policy. The

Group considered its continued focus on

sustainability, recent trends of the steel

industry and the direction of the industry

moving forward. Specifically, the Group

considered the steel industry's commitment to

be carbon neutral in 2050 and the impact of

this on scrap steel. Scrap steel is easily

recoverable and infinitely recyclable and all

scenarios leading to carbon neutrality in 2050

are likely to lead to an increased consumption

of scrap steel. Further, the use of scrap steel

to produce finished products instead of metal

ore results in reduced greenhouse gas

emissions. The recycling of steel scrap

obtained from end-of-life vessels also helps

reduce air and water pollution. Steel scrap

from end-of-life products can be recycled

back into new steel products with potentially a

very low CO2 footprint. This indicates that

there will likely be a continuous need for scrap

steel and, given the limited availability of scrap

steel, this in turn should have a positive

impact on the price of steel. The costs of

recycling a vessel with due respect for the

environment and the safety of the workers in

specialized yards is challenging to forecast as

regulations and good industry practice leading

to self-regulation can dramatically change

over time. As a result, the Group has

continued to apply a residual value estimate

for its vessels equal to the lightweight tonnage

of each vessel multiplied by a forecast scrap

value per ton less supplemental costs such as

repositioning the vessel, commissions and

preparation fees, and after consideration of

the impact of (changes in) worldwide

recycling regulations (EU regulation versus

other) and developments. The scrap value per

ton is estimated by taking into consideration

the historical four-year scrap market rate

average, taking into account any significant

impact of (changes in) worldwide recycling

regulations (EU regulation versus other) and

developments, which is updated annually.

Based on the annual re-assessment of the

residual value, there is no change in residual

value as of December 31, 2025.

– Note 8 - Impairment test of vessels: key

assumptions underlying the recoverable amount

and in particular forecasted TCE, discount rates

and residual value.

– Note 9 - Goodwill impairment: key assumptions

underlying the recoverable amount.

– Note 10 - Measurement of deferred tax assets:

availability of future taxable profit against

which deductible temporary differences and

tax losses carried forward can be utilised.

– Note 21 Provisions and contingencies -

Arbitration proceedings related to the vessel

Oceania.

CMB.TECH - Financial Report 2025

Measurement of fair values

A number of the Group’s accounting policies and

disclosures require the measurement of fair

values, for both financial and non-financial assets

and liabilities.

When measuring the fair value of an asset or a

liability, the Group uses market observable data

as far as possible. Fair values are categorised into

different levels in a fair value hierarchy based on

the inputs used in the valuation techniques as

follows.

– Level 1: quoted prices (unadjusted) in active

markets for identical assets or liabilities.

– Level 2: inputs other than quoted prices

included in Level 1 that are observable for the

asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

– Level 3: inputs for the asset or liability that are not

based on observable market data (unobservable

inputs).

If the inputs used to measure the fair value of an

asset or a liability might be categorised in

different levels of the fair value hierarchy, then

the fair value measurement is categorised in its

entirety in the same level of the fair value

hierarchy as the lowest level input that is

significant to the entire measurement.

The Group recognises transfers between levels of

the fair value hierarchy at the end of the reporting

period during which the change has occurred.

Further information about the assumptions made

in measuring fair values is included in the

following notes:

– Note 3 - Assets and liabilities held for sale and

discontinued operations;

– Note 9 - Goodwill

– Note 19 - Financial instruments

6. Changes in material

accounting policies

The accounting policies adopted in the preparation

of the consolidated financial statements for the year

ended December 31, 2025 are consistent with those

applied in the preparation of the consolidated

financial statements for the year ended December

31, 2024.

During the current financial period, the Group has

adopted all the new and revised Standards and

Interpretations issued by the International

Accounting Standards Board (IASB) and the

International Financial Reporting Interpretations

Committee (IFRIC) of the IASB and as adopted by

the European Union and effective for the

accounting year starting on January 1, 2025. The

Group has not applied any new IFRS

requirements that are not yet effective as per

December 31, 2025.

The following new Standards, Interpretations and

Amendments issued by the IASB and the IFRIC,

and as adopted by the European Union, are

effective for the financial period:

– Lack of exchangeability (Amendment to IAS 21

The Effects of Changes in Foreign Exchange

rates).

The adoption of these new standards and

amendments did not have a material impact on

the Group's consolidated financial statements.

CMB.TECH - Financial Report 2025

7. Basis of Consolidation

7.1. Business Combinations

The Group accounts for business combinations

using the acquisition method when the acquired

set of activities and assets meets the definition of

a business and control is transferred to the Group

(see Note 25). The Group controls an entity when

it is exposed to, or has rights to, variable returns

from its involvement with the entity and has the

ability to affect those returns through its power

over the entity. In determining whether a

particular set of activities and assets is a

business, the Group assesses whether the set of

assets and activities acquired includes, at a

minimum, an input and substantive process and

whether the acquired set has the ability to

produce outputs. The Group has an option to

apply a ‘concentration test’ that permits a

simplified assessment of whether an acquired set

of activities and assets is not a business. The

optional concentration test is met if substantially

all of the fair value of the gross assets acquired is

concentrated in a single identifiable asset or

group of similar identifiable assets.

Following the closing of the Share Purchase on

March 12, 2025, CMB.TECH held 40.8% of

Golden Ocean’s outstanding common shares.

The combination of CMB.TECH and Golden

Ocean is accounted for as a business combi-

nation using the acquisition method of accounting

under the provisions of IFRS 3, “Business Combi-

nations”, with CMB.TECH as the accounting

acquirer under this guidance. The subsequent

acquisitions of Golden Ocean shares as well as

the merger are accounted for as a step

acquisition of the non-controlling interest to

equity on the basis of IFRS 10.B96.

The Company entered on February 7, 2024 into a

share purchase agreement for the acquisition of

100% of the shares in CMB.TECH Enterprises

which was a transaction under common control

for which the Company has chosen to apply book

value accounting. The Company has opted to

apply the book values of CMB.TECH Enterprises

as included in CMB's IFRS consolidated financial

statements.

7.2. Interests in equity-accounted

investees

Interests in joint ventures are accounted for using

the equity method. They are recognised initially at

cost, which includes transaction costs.

Subsequent to initial recognition, the consolidated

financial statements include the Group’s share of

the profit or loss and other comprehensive

income (“OCI”) of equity-accounted investees,

until the date on which significant influence or

joint control ceases.

Interests in joint ventures include any long-term

interests that, in substance, form part of the

Group’s investment in those joint ventures and

include unsecured shareholder loans for which

settlement is neither planned nor likely to occur in

the foreseeable future, which, therefore, are an

extension of the Group’s investment in those joint

ventures. The Group’s share of losses that

exceeds its investment is applied to the carrying

amount of those loans. After the Group’s interest

is reduced to zero, a liability is recognised to the

extent that the Group has a legal or constructive

obligation to fund the joint ventures’ operations or

has made payments on their behalf.

CMB.TECH - Financial Report 2025

8. Foreign currency

8.1. Foreign currency transactions

Transactions in foreign currencies are translated

to USD at the foreign exchange rate applicable at

the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies at the

balance sheet date are translated to USD at the

foreign exchange rate applicable at that date.

Non-monetary assets and liabilities that are

measured in terms of historical cost in a foreign

currency are translated using the exchange rate

at the date of the transaction.

Foreign exchange differences arising on trans-

lation are generally recognised in profit or loss.

However, foreign currency differences arising

from the translation of the following items are

recognised in OCI:

– A financial liability designated as a hedge of

the net investment in a foreign operation to

the extent that the hedge is effective; and

– Qualifying cash flow hedges to the extent that

the hedges are effective.

8.2. Foreign operations

The assets and liabilities of foreign operations,

including goodwill and fair value adjustments

arising on acquisition, are translated to USD at

exchange rates at the reporting date. The income

and expenses of foreign operations are translated

to USD at rates approximating the exchange rates

at the dates of the transactions.

Foreign currency differences are recognised

directly in equity (Translation reserve). When a

foreign operation is disposed of, in part or in full,

the relevant amount in the translation reserve is

transferred to profit or loss.

CMB.TECH - Financial Report 2025

9. Financial Instruments

9.1. Non-derivative financial assets

Classification and subsequent

measurement

On initial recognition, a financial asset is classified

as measured at: amortised cost; FVOCI - debt

investment; FVOCI - equity instrument; or FVTPL.

The classification of financial assets under IFRS 9

is generally based on the business model in

which a financial asset is managed and its

contractual cash flow characteristics.

A financial asset is measured at amortised cost if

it meets both of the following conditions and is

not designated as at FVTPL:

– It is held within a business model whose

objectives is to hold assets to collect contractual

cash flows; and

– Its contractual terms give rise on specified

dates to cash flows that are solely payments

of principal and interest on the principal

amount outstanding.

The investments in other companies are

measured at fair value recognised through profit

or loss. For level 3 fair values an annual

assessment is carried out if there are no other

indications of significant changes during the year.

9.2. Non-derivative financial

liabilities

Classification and subsequent

measurement

Financial liabilities are classified as measured at

amortised cost or FVTPL. A financial liability is

classified as at FVTPL if it is classified as held-

for-trading, it is derivative or it is designated as

such on initial recognition. Financial liabilities at

FVTPL are measured at fair value and net gains

and losses, including any interest expense, are

recognised in profit or loss.

Other financial liabilities are subsequently

measured at amortised cost using the effective

interest method. Interest expense and foreign

exchange gains and losses are recognised in

profit or loss. Any gain or loss on derecognition is

also recognised in profit or loss.

Liabilities in sale and leaseback agreements

assessed as not being a sale are measured at

amortised cost using the effective interest

method. It is remeasured when there is a change

in future lease payments arising from a change in

an index or rate, if there is a change in the

Group's estimate of the fair value of the assets

transferred at the end of the lease term or if the

Group changes its assessment of whether it will

exercise the purchase option, if applicable.

For vessels classified as held for sale for which a

memorandum of agreement has been signed as

of the reporting date, the related borrowings are

classified as current liabilities, as the Group

expects to settle the debt through the proceeds

from the sale of the vessel within twelve months

from the reporting date.

Any changes in the financial liabilities from

remeasurement are recognised through profit or

loss.

Derecognition

The Group derecognises a financial liability when

its contractual obligations are discharged, cancelled,

or expired. The Group also derecognises a financial

liability when its terms are modified and the cash

flows of the modified liability are substantially

different, in which case a new financial liability

based on the modified terms is recognised at fair

value.

Non-derivative financial liabilities comprise loans

and borrowings, bank overdrafts, and trade and

other payables. Bank overdrafts that are

repayable on demand and form an integral part of

the Group’s cash management are included as a

component of cash and cash equivalents for the

purpose of the statement of cash flows.

9.3. Derivative financial instruments

Derivative financial instruments and

hedge accounting

The Group from time to time may enter into

derivative financial instruments to hedge its

exposure to market fluctuations, foreign

exchange and interest rate risks arising from

operational, financing and investment activities.

Derivatives are initially measured at fair value;

attributable transaction costs are expensed as

incurred. Subsequent to initial recognition, deri-

vatives are remeasured at fair value, and changes

therein are generally recognised in profit or loss.

The Group ensures that hedge accounting

relationships are aligned with its risk management

objectives and strategy and apply a more

qualitative and forward looking approach in

assessing hedge effectiveness. On initial

designation of the derivative as hedging

instrument, the Group formally documents the

economic relationship between the hedging

instrument(s) and hedged item(s), including the

risk management objective(s) and strategy for

undertaking the hedge. The Group also

documents the methods that will be used to

assess the effectiveness of the hedging

relationship and makes an assessment whether

the hedging instruments are expected to be

“highly effective” in offsetting the changes in the

cash flows of the respective hedged items during

the period for which the hedge is designated.

CMB.TECH - Financial Report 2025

On an ongoing basis, the Group assesses

whether the hedge relationship continues and is

expected to continue to remain highly effective

using retrospective and prospective quantitative

and qualitative analysis.

Cash flow hedges

When a derivative is designated as the hedging

instrument in a hedge of the variability in cash

flows attributable to a particular risk associated

with a recognised asset or liability or a highly

probable forecast transaction that could affect

profit or loss, the effective portion of changes in

the fair value of the derivative is recognised in

OCI and presented in the hedging reserve in

equity. The amount recognised in OCI is removed

and included in profit or loss in the same period

as the hedged cash flows affect profit or loss

under the same line item in the statement of profit

or loss as the hedged item. Any ineffective portion of

changes in the fair value of the derivative is

recognised immediately in profit or loss.

The Group designates only the change in fair

value of the spot element of forward exchange

contracts as the hedging instrument in cash flow

hedging relationships. The change in fair value of

the forward element of forward exchange

contracts ('forward points') is separately

accounted for as a cost of hedging and

recognised in a costs of hedging reserve within

equity.

If the hedging instrument no longer meets the

criteria for hedge accounting, expires or is sold,

terminated, exercised, or the designation is

revoked, then hedge accounting is discontinued

prospectively. When hedge accounting for cash

flow hedges is discontinued, the amount that has

been accumulated in the hedging reserve

remains in equity until, for a hedge of a

transaction resulting in the recognition of a non-

financial item, it is included in the non-financial

item's cost on its initial recognition or, for other

cash flow hedges, it is reclassified to profit or loss

in the same period or periods as the hedged

expected future cash flows affect profit or loss.

If the hedged future cash flows are no longer

expected to occur, then the balance in equity is

reclassified to profit or loss.

9.4. Share capital

Ordinary share capital

Ordinary share capital is classified as equity.

Incremental costs directly attributable to the issue

of ordinary shares are recognised as a deduction

from equity, net of any tax effects.

Repurchase of share capital

When share capital recognised as equity is

repurchased, the amount of the consideration

paid, including directly attributable costs, net of

any tax effects, is recognised as a deduction from

equity. Repurchased shares are classified as

treasury shares and presented in the reserve for

own shares. When treasury shares are sold or

reissued subsequently, the amount received is

recognised as an increase in equity, and the

resulting surplus or deficit on the transaction is

presented in retained earnings.

CMB.TECH - Financial Report 2025

10. Intangible assets

Intangible assets that are acquired by the Group

and have finite useful lives are measured at cost

less accumulated amortisation and impairment

losses, refer to accounting policy 11.

The cost of an intangible asset acquired in a

separate acquisition is the cash paid or the fair

value of any other consideration given.

Amortisation is charged to the consolidated

statement of profit or loss on a straight-line basis

over the estimated useful lives of the intangible

assets from the date they are available for use.

The estimated useful lives are as follows:

– Internally generated intangible assets: 3 years

– Software: 3 - 5 years

– Customer contracts (service component of

the FSO customer contracts): 10 years

Amortisation methods, useful lives and residual

values are reviewed on a yearly basis and

adjusted if appropriate.

Goodwill is not amortized but is tested for

impairment annually at year-end and whenever

events or changes in circumstances indicate that

the carrying amount may not be recoverable.

11. Vessels, property, plant and

equipment

11.1. Owned assets

Vessels and items of property, plant and

equipment are stated at cost or deemed cost less

accumulated depreciation (see below) and

impairment losses, refer to accounting policy 12.

Cost includes expenditure that is directly

attributable to the acquisition of the asset. The

cost of assets includes the following:

– The cost of materials and direct labour;

– Any other costs directly attributable to bringing

the assets to a working condition for their

intended use;

– When the Group has an obligation to remove

the asset or restore the site, an estimate of the

costs of dismantling and removing the items

and restoring the site on which they are

located; and

– Capitalised borrowing costs.

Where an item of property, plant and equipment

comprises major components having different

useful lives, they are accounted for as separate

items of property, plant and equipment, refer to

accounting policy 11.6.

Gains and losses on disposal of a vessel or of

another item of property, plant and equipment are

determined by comparing the net proceeds from

disposal with the carrying amount of the vessel or

the item of property, plant and equipment and are

recognised in profit or loss. For the sale of

vessels, transfer of control usually occurs upon

delivery of the vessel to the new owner.

11.2. Assets under construction

Assets under construction, especially new-

building vessels, are accounted for in accordance

with the stage of completion of the newbuilding

contract. Typical stages of completion are the

milestones that are usually part of a newbuilding

contract: signing or receipt of refund guarantee,

steel cutting, keel laying, launching and delivery.

All stages of completion are guaranteed by a

refund guarantee provided by the shipyard.

11.3. Subsequent expenditure

Subsequent expenditure is capitalised only when

it increases the future economic benefits

embodied in the item of property, plant and

equipment and its cost can be measured reliably.

The carrying amount of the replaced part is

derecognised. All other expenditure is recognised

in the consolidated statement of profit or loss as

an expense as incurred.

CMB.TECH - Financial Report 2025

11.4. Borrowing costs

Borrowing costs that are directly attributable to

the acquisition, construction or production of a

qualifying asset are capitalised as part of the cost

of that asset.

11.5. Depreciation

Depreciation is charged to the consolidated

statement of profit or loss on a straight-line basis

over the estimated useful lives of vessels and

items of property, plant and equipment. The right-

of-use asset is depreciated using the straight-line

method from the commencement date to the end

of the lease term, unless the lease transfers

ownership of the underlying asset to the Group

by the end of the lease term or the cost of the

right-of-use asset reflects that the Group will

exercise a purchase option. In that case the right-

of-use asset will be depreciated over the useful

life of the underlying asset, which is determined

on the basis of that of property and equipment

(refer to accounting policy 17).

Vessels and items of property, plant and equip-

ment are depreciated from the date that they are

available for use. Internally constructed assets are

depreciated from the date that the assets are

completed and ready for use.

The estimated useful lives of significant items of

property, plant and equipment are as follows:

– Dry bulk vessels, Chemical tankers,

Containers and Crude oil tankers 20 years

– FSO/FPSO 30 years

– CSOV’s 25 years

– CTV’s 15 years

– Plant and equipment 5 - 20 years

– Fixtures and fittings 5 - 10 years

– Other tangible assets 3 - 20 years

– Dry-docking 2.5 - 5 years

The useful life of the FSOs have been assessed

as 30 years due to the extension for ten years of

the time charter contract in direct continuation of

their current contractual service, or until July 21,

2032 and September 21, 2032 respectively. The

end of the useful economic life of the FSO

vessels was set equal to the contract end date or

approximately 30 years since build date.

As explained in policy 5.B., management re-

assesses on a yearly basis the residual value of

its fleet. During 2025, each vessel’s residual value

was equal to the product of its lightweight

tonnage and an estimated net scrap rate of:

– Crude oil tanker:USD 460/LDT

– Chemical tanker: USD 470/LDT

– Dry bulk: USD 460/LDT

– Container: USD 480/LDT

The same applies to sale and leaseback agree-

ments of the Group. In accordance with IFRS,

these transactions were not accounted for as a

sale but CMB.TECH as seller-lessee will continue

to recognise the transferred assets. The Com-

pany has a purchase obligation or purchase

option at the end of the contract. The vessels will

be depreciated to the end of its useful life using

the same residual value as other vessels in the

fleet.

Depreciation methods, useful lives and residual

values are reviewed at year-end and adjusted if

appropriate.

11.6. Dry-docking – component

approach

Where an item of property, plant and equipment

comprises major components having different

useful lives, they are accounted for as separate

items of property, plant and equipment. Costs

associated with routine repairs and maintenance

are expensed as incurred including routine

maintenance performed whilst the vessel is in

dry-dock. Components installed during dry-dock

with a useful life of more than 1 year are

depreciated over their estimated useful-life.

CMB.TECH - Financial Report 2025

12. Impairment

12.1. Non-financial assets

The carrying amounts of the Group’s non-

financial assets, other than deferred tax assets

(refer to accounting policy 19), inventory and

contract assets, are reviewed at each reporting

date to determine whether there is any indication

of impairment. If any such indication exists, the

asset’s recoverable amount is estimated.

Vessels

The Group analyses the following internal and

external indicators to assess whether vessels

might be impaired:

– the obsolescence or physical damage of an

asset;

– significant changes in the extent or manner in

which vessels are (or are expected to be)

used that have (or will have) an adverse effect

on the entity;

– plans to dispose of assets before the

previously expected date of disposal;

– indications that the performance of a CGU is,

or will be, worse than expected;

– significant increases in cash flows for

acquiring, operating or maintaining vessels

that are significantly higher than originally

budgeted;

– net cash flows or operating profits that are

lower than originally budgeted;

– net cash outflows or operating losses;

– market capitalisation significantly below net

asset value for a prolonged period of time;

– a significant and unexpected decline in market

value of vessels;

– significant adverse effects in the techno-

logical, market, economic, legal and regulatory

environment; including but not limited to,

vessel and crude oil supply and demand

trends;

– increases in market interest rates.

The Group defines its CGU for vessels as a single

vessel, unless such vessel is operated in a pool,

in which case such vessel, together with the other

vessels in the pool, are collectively treated as a

CGU.

When events and changes in circumstances

indicate that the carrying amount of the asset or

CGU might not be recovered, the Group performs

an impairment test whereby the carrying amount

of the asset or CGU is compared to its

recoverable amount, which is the greater of its

value in use and its fair value less cost to sell. In

assessing value in use, assumptions are made

regarding forecast charter rates, using the

weighted average of past and ongoing shipping

cycles including management judgement for the

ongoing cycle and for the weighting factors

applied, the weighted average cost of capital

(WACC), the useful life of the vessels and a

residual value. After careful consideration of the

trends in the shipping industry, management

considers it is appropriate to use as a residual

value of the vessels an amount equal to the

lightweight tonnage of the vessel, multiplied by

the market price of scrap per ton, less disposal

costs such as repositioning the vessel,

commissions and preparation fees and after

consideration of the impact of (changes in)

worldwide recycling regulations (EU regulation

versus other) and developments.

The market scrap value per ton is estimated by

taking into consideration the historical four-year

scrap market rate average, taking into account

any significant impact of (changes in) worldwide

recycling regulations (EU regulation versus other)

and developments, which is updated annually at

year-end.

Although management believes that its process to

determine the assumptions used to evaluate

the carrying amount of the assets, when required,

is reasonable and appropriate, such assumptions

are subject to judgement. Management is

assessing continuously the resilience of its

projections to the business cycles that can be

observed in the market, and concluded that a

business cycle approach provides a better long-

term view of the dynamics at play in the industry.

By defining a shipping cycle from peak to peak

over the last 20 years and including mana-

gement's expectation of the completion of the

current cycle, management is better able to

capture the full length of a business cycle while

also giving more weight to recent and current

market experience.

CMB.TECH - Financial Report 2025

13. Assets held for sale

Non-current assets, or disposal groups comprising

assets and liabilities, that are expected to be

recovered primarily through sale rather than through

continuing use are classified as held for sale.

Immediately before classification as held for sale,

the assets, or components of a disposal group, are

remeasured in accordance with the Group’s

accounting policies. Thereafter generally the assets

or disposal group are measured at the lower of their

carrying amount and fair value less cost of disposal.

Any impairment loss on a disposal group is

allocated first to goodwill, and then to the remaining

assets and liabilities on a pro rata basis, except that

no loss is allocated to inventories, financial assets,

deferred tax assets, employee benefit assets or

investment property, which continue to be

measured in accordance with the Group’s

accounting policies. Impairment losses on initial

classification as held for sale and subsequent gains

and losses on remeasurement are recognised in

profit or loss. Gains are not recognised in excess of

any cumulative impairment loss.

Once classified as held for sale, intangible assets

and property, plant and equipment are no longer

amortised or depreciated, and any equity-ac-

counted investee is no longer equity accounted.

14. Inventory

The inventory on board of our vessels is

accounted for on a first-in, first-out basis. No

write down is needed as long as the freight

market remains robust offsetting potential higher

weighted average consumption costs of the bun-

ker oil consumed from that inventory.

Bunkers delivered to vessels operating in the TI

Pool and Stolt Pool, are sold to the TI Pool and

Stolt Pool and bunkers on board of these pooled

vessels are shown as trade and other receivables.

Lubricant oils are included in inventory. Bunker

expenses and consumed lubricants are

recognized in profit or loss upon consumption.

Inventories of spare parts, raw materials and trucks

are measured at the lower of cost and net realisable

value. The cost of inventories is based on the first-in

first-out principle, and includes expenditure incurred

in acquiring the inventories and bringing them to

their existing location and condition. Net realisable

value is the estimated selling price in the ordinary

course of business, less the estimated costs of

completion and selling expenses.

CMB.TECH - Financial Report 2025

15. Revenue

15.1. Pool Revenues

Aggregated revenue recognised on a daily basis

from vessels operating on voyage charters in the

spot market and on contract of affreightment within

the pool is converted into an aggregated net

revenue amount by subtracting aggregated voyage

expenses (such as fuel and port charges) from

gross voyage revenue. These aggregated net

revenues are combined with aggregated floating

time charter revenues to determine aggregated pool

Time Charter Equivalent revenue (TCE). Aggregated

pool TCE revenue is then allocated to pool partners

in accordance with the allocated pool points earned

for each vessel that recognises each vessel's

earnings capacity based on its cargo, capacity,

speed and fuel consumption performance and

actual on hire days. The TCE revenue earned by our

vessels operated in the pools is equal to the pool

point rating of the vessels multiplied by time on hire,

as reported by the pool manager.

TI administration fees are subtracted from the net

pool revenues.

15.2. Time - and bareboat charters

As a lessor, the Group leases out some of its

vessels under time charters and bareboat

charters, refer to accounting policy 17.2.

15.3. Spot voyages

Voyage revenue is recognised over time for spot

charters on a load-to-discharge basis. Progress is

determined based on time elapsed. Voyage

expenses are expensed as incurred unless they

are incurred between the date on which the

contract was concluded and the next load port.

They are then capitalised if they qualify as

fulfilment costs and if they are expected to be

recovered.

When our vessels cannot start or continue

performing its obligation due to other factors such as

port delays, a demurrage is paid. The applicable

demurrage rate is stipulated in the contract.

Demurrage which occurs at the discharge port is

recognised as incurred. As demurrage is often a

commercial discussion between the Company and

the charterer, the outcome and total compensation

received for the delay is not always certain. As such,

the Company only recognises the revenue which is

highly probable to be received. No revenue is

recognised if the collection of the consideration is

not highly probable. The amount of revenue

recognised is estimated based on historical data.

The Group updates its estimate on an annual basis.

16. Gain and losses on disposal

of vessels

In view of their importance, the Group reports

gains and losses on the sale of vessels as a

separate line item in the consolidated statement

of profit or loss. For the sale of vessels, transfer

of control usually occurs upon delivery of the

vessel to the new owner.

CMB.TECH - Financial Report 2025

17. Leases

17.1. As a lessee

After lease commencement, the Group measures

the right-of-use asset using a cost model, namely

at cost less accumulated depreciation and

accumulated impairment. The right-of-use asset

is subsequently depreciated using the straight-

line method, refer to accounting policy 11.5. In

addition, the right-of-use asset is periodically

reduced by impairment losses, if any, and

adjusted for certain remeasurements of the lease

liability.

The lease liability is initially measured at the present

value of the lease payments that are not paid at the

commencement date, discounted using the interest

rate implicit in the lease or, if that rate cannot be

readily determined, the Group's incremental

borrowing rate. Generally, the Group uses its incre-

mental borrowing rate as the discount rate.

The Group determines its incremental borrowing

rate by obtaining interest rates from various

external financing sources (e.g. World office yield

rate) and makes certain adjustments to reflect the

terms of the lease and type of the asset leased or

by calculating the weighted average of the cost of

secured debt and unsecured debt.

Lease and non-lease components in the con-

tracts are separated.

The interest expense component of lease

liabilities is recognized in the consolidated

statement of profit or loss using the effective

interest rate method.

Short-term leases and leases of low-value

assets

The Group has elected not to recognise right-of-use

assets and lease liabilities for leases of low-value

assets and short-term leases, including IT

equipment. The Group recognises the lease

payments associated with these leases as an

expense on a straight-line basis over the lease term.

17.2. As a lessor

When the Group acts as a lessor, it determines at

lease inception whether each lease is a finance or

operating lease.

To classify each lease, the Group makes an

overall assessment of whether the lease transfers

substantially all of the risks and rewards incidental

to ownership of the underlying asset. If this is the

case, then the lease is a finance lease; if not, then

it is an operating lease. As part of this

assessment, the Group considers certain

indicators such as whether the lease is for the

major part of the economic life of the asset.

If the lease qualifies as an operating lease, e.g.

time charter out, the leased asset remains on the

balance sheet of the lessor and continues being

depreciated. The adoption of IFRS 16 requires the

Group to separate the lease and non-lease

component in the contract, with the lease

component qualified as operating lease and the

non-lease component accounted for under IFRS

15. The Group recognises lease payments

received under operating leases as income on a

straight-line basis over the lease term as part of

'revenue' (refer to accounting policy 15.2.)

Payments related to service component made

under operating leases are also recognised in the

income statement over the term of the lease.

CMB.TECH - Financial Report 2025

18. Finance income and finance

cost

Net financing costs comprise interest payable on

borrowings calculated using the effective interest

rate method, interest receivable on funds invested,

dividend income, foreign exchange gains and

losses, and gains and losses on hedging instruments

that are recognised in the consolidated statement of

profit or loss (refer to accounting policy 8).

The 'effective interest rate' is the rate that exactly

discounts estimated future cash payments or

receipts through the expected life of the financial

instrument to:

– The gross carrying amount of the financial

asset; or

– The amortised cost of the financial liability.

In calculating interest income and expense, the

effective interest rate is applied to the gross carrying

amount of the asset (when the asset is not credit-

impaired) or to the amortised cost of the liability.

Interest income is recognised in the consolidated

statement of profit or loss as it accrues, taking

into account the effective yield on the asset.

Dividend income is recognised in the

consolidated statement of profit or loss on the

date that the dividend is declared.

The interest expense component of lease liabilities is

recognised in the consolidated statement of profit or

loss using the effective interest rate method.

19. Income tax

In application of an IFRIC agenda decision on IAS

12 Income taxes, tonnage tax is not accounted for

as income taxes in accordance with IAS 12 and is

not presented as part of income tax expense in

the income statement but is shown as an

administrative expense under the heading Other

operating expenses. In accordance with IFRIC 23

the Group assesses whether there is any

uncertainty over Income Tax Treatments.

20. Segment reporting

An operating segment is a component of the

Group that engages in business activities from

which it may earn revenues and incur expenses,

including revenues and expenses that relate to

transactions with any of the Group's other

components (see Note 2).

21. Statement of cashflows

Judgement is applied in determining the pre-

sentation of borrowings associated with capital

expenditure where payments may be made

directly by lenders to suppliers. Management

assesses whether the Group controls the related

cash flows when determining whether the

transaction is presented in the statement of cash

flows or disclosed as a non-cash transaction.

22. New standards and

interpretations not yet adopted

The Group elected not to early adopt the

following new Standards, Interpretations and

Amendments, which have been issued by the

IASB and the IFRIC but are not yet effective as

per December 31, 2025 and/or not yet adopted

by the European Union as per December 31, 2025

and for which the impact might be relevant:

– IFRS 18 Presentation and Disclosure in

Financial Statements

IFRS 18 will replace IAS 1 Presentation of Financial

Statements and applies for annual reporting

periods beginning on or after January 1, 2027.

The new standard introduces the following key

new requirements:

– Entities are required to classify all income and

expenses into five categories in the statement

of profit or loss, namely the operating,

investing, financing, discontinued operations

and income tax categories. Entities are also

required to present a newly-defined operating

profit subtotal. Entities' net profit will not

change.

– Management defined performance measures

(MPMs) are disclosed in a single note in the

financial statements.

– Enhanced guidance is provided on how to

group information in the financial statements.

In addition, all entities are required to use the

operating profit subtotal as the starting point for

the statement of cash flows when presenting

operating cash flows under the indirect method.

The Group is still in the process of assessing the

impact of the new accounting standard, par-

ticularly with respect to the structure of the

Group's statement of profit or loss, the statement

of cash flows and the additional disclosures

required for MPMs. The Group is also assessing

the impact on how information is grouped in the

financial statements, including for items currently

labelled as 'other'.

The following new and amended accounting

standards are not expected to have a material

impact on the Group's consolidated financial

statements:

– Classification and Measurement of Financial

Instruments (Amendments to IFRS 9 and IFRS 7);

– Contracts Referencing Nature-dependent

Electricity (Amendments to IFRS 9 and IFRS

7); and

– Annual Improvements to IFRS Accounting

Standards – Volume 11.

CMB.TECH - Financial Report 2025

Note 2 - Segment reporting

The Group distinguishes three divisions: the

Marine division, the H2 Infra division and the H2

Industry division. These three divisions operate in

different markets and eight operating segments

are identified.

– Marine: the Marine division is the largest

division in the Group. It builds, owns, operates

and designs a wide range of low and zero-

carbon ships and features a fleet with vessels

such as Crew Transfer Vessels, ferries,

Commissioning Service Operations Vessels,

and tugboats, alongside ammonia-powered

large bulk carriers, container ships, chemical

and crude oil tankers. The Marine division

consists of 6 operating segments: Euronav,

Bocimar, Delphis, Bochem, Windcat, and Port

vessels. Each segment builds, owns, operates

and designs a wide range of conventional

vessels and low carbon vessels. Euronav is

the oil tanker brand, engaged in the marine

transportation and storage of crude oil.

Bocimar owns and operates bulkers. Delphis

specializes in medium-sized container ships.

Bochem is an owner and operator of chemical

tankers. Windcat is a provider of crew transfer

services to the offshore wind industry. Port

vessels are vessels to decarbonize maritime

activities in and around port areas.

– H2 Infra: the H2 Infra division is developing

and securing the green molecule supply. The

Company integrates and manages key

technology and infrastructure for the pro-

duction and distribution of green hydrogen

and ammonia.

– H2 Industry: H2 Industry is a provider of

scalable dual fuel industrial applications. Its

proven combustion technology enables the

company to develop heavy-duty hydrogen-

powered applications.

Although not all operating segments meet the

definition of a reportable segment in IFRS 8, the

Group voluntarily discloses the related

information since reported in this way to the

CODM.

The segment profit or loss figures and key assets

as set out below are presented to the Chief

Operating Decision Maker (CODM) and the

Management Board on at least a quarterly basis

to help the key decision makers in evaluating the

respective segments. Following the acquisition of

CMB.TECH Enterprises in February 2024, the

markets in which the Group operates have

expanded. Consequently, the Group has decided

to update its segment reporting to reflect these

changes. Additionally, please note that the

Floating Storage Units (FSOs) have been incor-

porated into the Euronav segment under the

Euronav brand name.

Following the acquisition of Golden Ocean in

2025, Golden Ocean has been incorporated into

the Bocimar segment. Even though Golden Ocean

has material business activities and is currently

reporting separately, management reviews

performance at the combined dry bulk level as

the activities, risks, customers, and economic

characteristics are identical. Presenting both

under Bocimar therefore provides the most

accurate and consistent view of the Group’s dry

bulk activities.

The Group has one client in the Marine division

that represented more than 10% of the Marine

division’s total revenue in 2025 (2024 : two clients

which represented 8% (of which one is on time

charter contract), in 2023 one client which

represented 6% (time charter contract). All the

other clients represent less than 7% of total

revenues of the Marine division.

The Group's internal organisational and

management structure does not distinguish any

geographical segments.

CMB.TECH - Financial Report 2025

Consolidated statement of financial position


(In thousands of USD)	December 31, 2025
	Marine							H2 Infra	H2 Industry	Less: Elimina- tions	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total

ASSETS
Vessels	1,121,450	4,518,624	210,530	276,374	196,542	253	6,323,773	—	—	—	6,323,773
Assets under construction	191,168	319,806	5,147	62,112	160,065	—	738,298	—	—	—	738,298
Right-of-use assets	456	3,462	—	—	412	—	4,330	171	346	—	4,847
Other tangible assets	396	—	—	—	257	11,939	12,592	9,270	2,119	—	23,981
Prepayments	—	—	—	—	—	—	—	—	1,075	—	1,075
Intangible assets	10,955	—	—	—	—	1,500	12,455	—	255	—	12,710
Goodwill	—	177,022	—	—	—	—	177,022	—	—	—	177,022
Receivables	51,764	5,678	—	—	10,283	28,962	96,687	254	175	—	97,116
Investments at fair value	45,001	44,825	—	—	—	—	89,826	—	—	—	89,826
Investments in equity accounted investees	—	6,870	—	—	3,464	236	10,569	10,088	862	—	21,520
Deferred tax assets	493	—	—	—	—	2,357	2,850	—	—	—	2,850

Total non-current assets	1,421,683	5,076,287	215,677	338,486	371,023	45,247	7,468,403	19,783	4,832	—	7,493,018

Total current assets	553,226	1,438,681	13,259	9,229	53,292	554,141	2,621,828	3,991	13,363	(1,726,626)	912,556

LIABILITIES

Bank and other loans	1,036,213	1,475,661	61,770	23,585	235,123	7,238	2,839,590	—	—	—	2,839,590
Other borrowings	124,956	1,598,175	76,031	77,633	—	9,434	1,886,229	—	—	(9,434)	1,876,795
Lease liabilities	407	2,285	—	—	261	—	2,953	151	264	—	3,368
Other payables	20	—	—	—	—	—	20	—	—	—	20
Employee benefits	1,180	—	—	—	—	—	1,180	—	—	—	1,180
Deferred tax liabilities	—	—	—	—	28	—	28	—	457	—	485

Total non-current liabilities	1,162,776	3,076,121	137,801	101,218	235,412	16,672	4,730,000	151	721	(9,434)	4,721,438

Total current liabilities	1,688,947	812,681	31,533	239,687	161,416	(166,947)	2,767,317	4,889	5,802	(1,717,192)	1,060,816

CMB.TECH - Financial Report 2025


(In thousands of USD)	December 31, 2024
	Marine							H2 Infra	H2 Industry	Less: Elimina- tions	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total

ASSETS

Vessels	1,456,324	648,600	220,935	244,259	47,023	343	2,617,484	—	—	—	2,617,484
Assets under construction	129,332	272,292	4,055	26,217	189,706	6,803	628,405	—	—	—	628,405
Right-of-use assets	761	—	—	—	543	—	1,304	176	430	—	1,910
Other tangible assets	391	—	—	—	372	12,328	13,091	6,613	1,924	—	21,628
Prepayments	—	—	—	—	—	—	—	948	709	—	1,657
Intangible assets	13,080	—	—	—	—	2,837	15,917	—	270	—	16,187
Receivables	49,762	—	—	—	8,727	37,161	95,650	225	—	(20,799)	75,076
Investments at fair value	45,001	—	—	—	—	—	45,001	—	—	—	45,001
Investments in equity accounted investees	918	—	—	—	3,417	61	4,396	9,610	2,799	—	16,805
Deferred tax assets	465	—	7,531	—	—	2,078	10,074	—	—	—	10,074

Total non-current assets	1,696,034	920,892	232,521	270,476	249,788	61,611	3,431,322	17,572	6,132	(20,799)	3,434,227

Total current assets	393,114	31,856	7,403	5,455	40,383	540,216	1,018,427	1,444	18,711	(567,763)	470,819


LIABILITIES

Bank and other loans	945,286	248,482	64,539	25,406	159,842	7,314	1,450,869	—	—	—	1,450,869
Other notes	198,887	—	—	—	—	—	198,887	—	—	—	198,887
Other borrowings	133,916	304,323	79,512	149,611	—	11,678	679,040	—	—	(11,679)	667,361
Lease liabilities	520	—	—	—	412	—	932	159	360	—	1,451
Employee benefits	1,060	—	—	—	—	—	1,060	—	—	—	1,060
Deferred tax liabilities	—	—	—	—	12	—	12	—	426	—	438

Total non-current liabilities	1,279,669	552,805	144,051	175,017	160,266	18,992	2,330,800	159	786	(11,679)	2,320,066

Total current liabilities	304,704	394,781	42,723	96,203	99,550	25,087	963,048	1,537	4,954	(576,883)	392,656

CMB.TECH - Financial Report 2025

Consolidated statement of profit or loss


(in thousands of USD)	December 31, 2025
	Marine							H2 Infra	H2 Industry	Less: Elimi- nations	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total
Shipping income
Revenue	568,188	942,604	43,564	48,925	60,992	1,846	1,666,119	—	—	(39)	1,666,080
Gains on disposal of vessels/ other tangible assets	189,473	2,606	—	—	224	—	192,303	265	—	—	192,568
Other operating income	37,177	739	—	130	—	3,836	41,882	236	17,300	(29,662)	29,756

Total shipping income	794,838	945,949	43,564	49,055	61,216	5,682	1,900,304	501	17,300	(29,701)	1,888,404

Operating expenses
Raw materials and consumables	—	—	—	—	—	—	—	—	(10,265)	—	(10,265)
Voyage expenses and commissions	(73,003)	(284,675)	(432)	(1,364)	(2,680)	(1)	(362,155)	—	—	—	(362,155)
Vessel operating expenses	(131,671)	(229,750)	(9,253)	(17,394)	(32,136)	(205)	(420,409)	—	—	—	(420,409)
Charter hire expenses	(2)	(1,897)	—	—	(1,225)	—	(3,124)	—	—	—	(3,124)
Losses on disposal of vessels/ other tangible assets	—	—	—	—	—	—	—	—	(4)	—	(4)
Depreciation tangible assets	(96,445)	(248,189)	(10,162)	(12,942)	(12,861)	(2,040)	(382,639)	(1,258)	(787)	—	(384,684)
Depreciation intangible assets	(1,590)	—	—	—	—	(1,659)	(3,249)	—	(35)	—	(3,284)
Impairment losses	(109)	(4,567)	—	—	—	—	(4,676)	—	(678)		(5,354)
General and administrative expenses	(93,131)	(11,328)	(1,020)	(1,275)	(12,683)	(18,720)	(138,157)	(17,626)	(15,893)	29,701	(141,975)

Total operating expenses	(395,951)	(780,406)	(20,867)	(32,975)	(61,585)	(22,625)	(1,314,409)	(18,884)	(27,662)	29,701	(1,331,254)

RESULT FROM OPERATING ACTIVITIES	398,887	165,543	22,697	16,080	(369)	(16,943)	585,895	(18,383)	(10,362)	—	557,150

CMB.TECH - Financial Report 2025


Finance income	16,359	16,442	501	1	1,952	3,350	38,605	77	77	(15,883)	22,876
Finance expenses	(215,063)	(173,408)	(11,276)	(13,976)	(27,572)	(4,132)	(445,427)	(19)	(254)	15,883	(429,817)

Net finance expenses	(198,704)	(156,966)	(10,775)	(13,975)	(25,620)	(782)	(406,822)	58	(177)	—	(406,941)

Share of profit (loss) of equity accounted investees (net of income tax)	314	2,983	—	—	(1,363)	—	1,934	(808)	(2,008)	—	(882)

Profit (loss) before income tax	200,497	11,560	11,922	2,105	(27,352)	(17,725)	181,007	(19,133)	(12,547)	—	149,327

Income tax expense	(3,511)	14	(7,531)	(6)	39	118	(10,877)	—	692	—	(10,185)

Profit (loss) for the period	196,986	11,574	4,391	2,099	(27,313)	(17,607)	170,130	(19,133)	(11,855)	—	139,142

Attributable to:
Owners of the company	196,986	33,128	4,391	2,099	(27,313)	(17,607)	191,684	(19,133)	(11,855)	—	160,696
Non-controlling interest	—	(21,554)	—	—	—		(21,554)	—	—	—	(21,554)

CMB.TECH - Financial Report 2025


(in thousands of USD)	December 31, 2024
	Marine							H2 Infra	H2 Industry	Less: Eliminations	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total
Shipping income
Revenue	742,342	98,428	26,513	32,200	39,668	1,498	940,649	—	—	(403)	940,246
Gains on disposal of vessels/ other tangible assets	619,398	—	15,621	—	—	—	635,019	—	—	—	635,019
Other operating income	49,510	—	—	—	17	1,615	51,142	389	11,424	(12,295)	50,660

Total shipping income	1,411,250	98,428	42,134	32,200	39,685	3,113	1,626,810	389	11,424	(12,698)	1,625,925

Operating expenses
Raw materials and consumables	—	—	—	—	—	—	—	—	(3,735)	—	(3,735)
Voyage expenses and commissions	(132,107)	(38,776)	(246)	(1,538)	(1,637)	(6)	(174,310)	—	—	—	(174,310)
Vessel operating expenses	(150,252)	(12,367)	(5,720)	(9,828)	(21,304)	(175)	(199,646)	—	—	—	(199,646)
Charter hire expenses	(98)	—	—	—	(40)	—	(138)	—	—	—	(138)
Losses on disposal of vessels/ other tangible assets	(2)	—	—	—	—	—	(2)	—	—	—	(2)
Depreciation tangible assets	(120,892)	(15,446)	(6,051)	(7,537)	(9,759)	(1,917)	(161,602)	(774)	(772)	—	(163,148)
Depreciation intangible assets	(1,586)	—	—	—	—	(1,267)	(2,853)	—	(28)	—	(2,881)
Impairment losses	—	—	—	—	—	—	—	—	(1,847)		(1,847)
General and administrative expenses	(44,679)	(2,050)	(734)	(372)	(9,406)	(17,324)	(74,565)	(4,206)	(11,693)	12,698	(77,766)

Total operating expenses	(449,616)	(68,639)	(12,751)	(19,275)	(42,146)	(20,689)	(613,116)	(4,980)	(18,075)	12,698	(623,473)

RESULT FROM OPERATING ACTIVITIES	961,634	29,789	29,383	12,925	(2,461)	(17,576)	1,013,694	(4,591)	(6,651)	—	1,002,452

CMB.TECH - Financial Report 2025



Finance income	31,173	43	(7)	—	11,738	(1,758)	41,189	(5)	10	(2,505)	38,689
Finance expenses	(126,165)	(19,931)	(8,652)	(9,224)	(5,814)	(1,771)	(171,557)	(8)	(279)	2,505	(169,339)

Net finance expenses	(94,992)	(19,888)	(8,659)	(9,224)	5,924	(3,529)	(130,368)	(13)	(269)	—	(130,650)

Share of profit (loss) of equity accounted investees (net of income tax)	398	—	—	—	(354)	—	44	(302)	1,178	—	920

Profit (loss) before income tax	867,040	9,901	20,724	3,701	3,109	(21,105)	883,370	(4,906)	(5,742)	—	872,722

Income tax expense	(7,431)	(61)	2,118	(2)	261	3,846	(1,269)	59	(683)	—	(1,893)

Profit (loss) for the period	859,609	9,840	22,842	3,699	3,370	(17,259)	882,101	(4,847)	(6,425)	—	870,829

Attributable to:
Owners of the company	859,609	9,840	22,842	3,699	3,370	(17,259)	882,101	(4,847)	(6,425)	—	870,829

CMB.TECH - Financial Report 2025


(in thousands of USD)	December 31, 2023
	Marine
	Euronav	Less: Eliminations	Total
Shipping income
Revenue	1,235,127	—	1,235,127
Gains on disposal of vessels/other tangible assets	372,444	—	372,444
Other operating income	23,316	—	23,316

Total shipping income	1,630,887	—	1,630,887

Operating expenses
Voyage expenses and commissions	(142,090)	—	(142,090)
Vessel operating expenses	(231,033)	—	(231,033)
Charter hire expenses	(4,500)	—	(4,500)
Depreciation tangible assets	(219,428)	—	(219,428)
Depreciation intangible assets	(1,612)	—	(1,612)
General and administrative expenses	(62,532)	—	(62,532)

Total operating expenses	(661,195)	—	(661,195)

RESULT FROM OPERATING ACTIVITIES	969,692	—	969,692

Finance income	67,168	—	67,168
Finance expenses	(171,897)	—	(171,897)

Net finance expenses	(104,729)	—	(104,729)

Share of profit (loss) of equity accounted investees (net of income tax)	(927)	—	(927)

Profit (loss) before income tax	864,036	—	864,036

Income tax expense	(6,009)	—	(6,009)

Profit (loss) for the period	858,027	—	858,027

Attributable to:
Owners of the company	858,027	—	858,027

CMB.TECH - Financial Report 2025

Overview of capital expenses per segment


(in thousands of USD)	December 31, 2025
	Marine							H2 Infra	H2 Industry	Less: Eliminations	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total
Capital expenses	190,425	628,027	559	80,950	128,112	—	1,028,073	2,245	994	—	1,031,312


(in thousands of USD)	December 31, 2024
	Marine							H2 Infra	H2 Industry	Less: Eliminations	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total
Capital expenses	262,320	463,274	135,339	147,959	100,172	7,993	1,117,057	3,016	1,397	—	1,121,470


(in thousands of USD)	December 31, 2023
	Marine	Less: Eliminations	Total
	Euronav
Capital expenses	338,662	—	338,662

CMB.TECH - Financial Report 2025

Note 3 - Assets and liabilities held for sale and discontinued operations

Assets held for sale

The assets held for sale can be detailed as follows:


(in thousands of USD)	31 December 2025	31 December 2024	31 December 2023
Marine	363,097	165,583	871,876
H2 Infra	—	—	—
H2 Industry	—	—	—

Total assets held for sale	363,097	165,583	871,876


(in thousands of USD)	(Estimated) Net sale price	Book Value	Asset Held For Sale	Impairment Loss	(Expected) Gain
At January 1, 2024	—	871,876	871,876	—	—
Assets transferred to assets held for sale
Cap Lara	—	14,437	14,437	—	—
Alsace	—	69,388	69,388	—	—
Ingrid	—	44,811	44,811	—	—
Hakata	—	36,899	36,899	—	—
Windcat 6	—	48	48	—	—
Assets sold from assets held for sale
Alice	—	(61,626)	(61,626)	—	—
Anne	—	(62,820)	(62,820)	—	—
Aquitaine	—	(58,657)	(58,657)	—	—
Dominica	—	(52,826)	(52,826)	—	—
Desirade	—	(56,071)	(56,071)	—	—
Alboran	—	(56,367)	(56,367)	—	—
Aral	—	(56,445)	(56,445)	—	—
Andaman	—	(56,636)	(56,636)	—	—
Hatteras	—	(59,368)	(59,368)	—	—
Delos	—	(83,611)	(83,611)	—	—
Doris	—	(84,438)	(84,438)	—	—
Derius	—	(81,458)	(81,458)	—	—
Camus	—	(92,228)	(92,228)	—	—
Oceania	—	(8,294)	(8,294)	—	—
Corporate	—	(1,031)	(1,031)	—	—

CMB.TECH - Financial Report 2025


At December 31, 2024	—	165,583	165,583	—	—

At January 1, 2025	—	165,583	165,583	—	—

Assets transferred to assets held for sale
Stella	49,250	20,225	20,225	—	29,025
Sienna	35,750	12,687	12,687	—	23,063
Hirado	75,000	39,172	39,173	—	35,828
Hojo	85,000	48,864	48,864	—	36,136
Antigone	103,000	53,810	53,810	—	49,190
Daishan	47,000	18,603	18,603	—	28,397
Dia	103,000	48,409	48,409	—	54,591
Aegean	107,000	49,963	49,964	—	57,037
Belgravia	25,047	21,407	21,408	—	3,640
Golden Magnum	28,026	23,559	23,559	—	4,467
Golden Myrtalia	30,000	25,166	25,166	—	4,834
Corporate	5,000	1,232	1,232	—	3,768

Assets sold from assets held for sale
Cap Lara	—	(14,437)	(14,437)	—	—
Alsace	—	(69,388)	(69,388)	—	—
Hakata	—	(36,899)	(36,899)	—	—
Windcat 6	—	(48)	(48)	—	—

Assets reclassed from assets held for sale
Ingrid	—	(44,811)	(44,811)	—	—

At December 31, 2025	693,073	363,097	363,097	—	329,976

CMB.TECH - Financial Report 2025

On October 9, 2023, the Company announced

the agreement of two reference shareholders

CMB NV ("CMB") and Frontline plc/Famatown

Finance Ltd ("Frontline") on a transaction

involving multiple interdependent agreements.

Part of the agreement included the sale of 24

VLCC tankers from the Euronav fleet for a total

of USD 2.4 billion. A total of 11 VLCC tankers

have been delivered before December 31,

2023 (see Note 8). As at December 31, 2023,

13 VLCC tankers, that were part of the fleet sale

to Frontline, have been booked as an asset

held for sale (Alice, Anne, Aquitaine, Dominica,

Desirade, Alboran, Aral, Andaman, Hatteras,

Delos, Doris, Derius and Camus) for a total

carrying value of USD 862.6 million. The last

vessel (Camus) has been delivered to her new

owners on March 19, 2024. The net gain on this

transaction for the vessels delivered in 2024

amounted to USD 372.7 million, which was

recorded in the first quarter of 2024.

On November 8, 2023, the Company sold the

ULCC Oceania (2003 - 441,561 dwt), for

USD 43.1 million. The vessel was accounted for

as a non-current asset held for sale as at

December 31, 2023, and had a carrying value of

USD 8.3 million. The vessel was delivered to her

new owner on January 15, 2024. Taking into

account the sales commission, the net gain on this

vessel amounted to USD 34.8 million and was

recorded in the consolidated statement of profit or

loss in the first quarter of 2024.

CMB.TECH announced a new chapter in the

evolution of the FAST platform. In a strategic

move to enhance capabilities and ensure

continued growth, CMB.TECH transferred the

FAST platform to ZeroNorth. The sale price

(included in the heading "Corporate")

amounted to USD 2.0 million. The net gain

amounted to USD 0.4 million. Closing of the

deal and official transfer date was on April 1,

2024.

On May 21, 2024, the Company sold the VLCC

Alsace (2012 - 320,350 dwt) for

USD 96.9 million. The vessel was accounted

for as a non-current asset held for sale as at

December 31, 2024, and had a carrying value

of USD 69.4 million. The net gain on the vessel

amounts to USD 27.5 million and was

recognized upon delivery to her new owners

on January 27, 2025.

On June 27, 2024, the Management Board

formally decided to commit to a plan to sell

VLCC vessels Hakata (2010 - 302,550 dwt) and

Ingrid (2012 - 314,000 dwt). An active program

to locate a buyer and complete the plan was

initiated and the vessels were actively

marketed for sale in line with their fair values. It

was at that time expected to be completed

within a year from the decision and in line with

IFRS 5, the assets were qualified and classified

as non-current assets held for sale for a total

combined book value of USD 81.7 million as per

December 31, 2024. It is noted that Hakata has

been sold and delivered to her new owners in

the third quarter of 2025 (see Note 8). With

respect to VLCC Ingrid, there has been no

immediate interested buyers for an extended

period. Accordingly, Management has

determined that it is no longer appropriate to

maintain the vessel’s classification as an ‘Asset

Held for Sale’ under IFRS 5. The vessel has

therefore been reclassified as an ‘Owned

Vessel,’ and depreciation has been recognized

retroactively for the period from June 27, 2024,

to December 31, 2025.

The Windcat 6 has been sold, after 18 years of

service on December 18, 2024 for an amount

of USD 275 thousand. The CTV was accounted

for as a non-current asset held for sale as at

December 31, 2024, and had a carrying value

of USD 48 thousand. The sale generated a gain

USD 227 thousand and was recognized upon

delivery to the new owner on March 13, 2025.

On December 31, 2024, CMB.TECH has sold

the Suezmax Cap Lara (2007, 158,826 dwt) for

USD 33.2 million. The vessel was accounted

for as a non-current asset held for sale as at

December 31, 2024, and had a carrying value

of USD 14.4 million. The sale generated a gain

of USD 18.8 million and was recognized upon

delivery to the new owner on March 10, 2025.

The Capesize vessels Belgravia (2009 -

169,713 dwt) and Golden Magnum (2009 -

179,788 dwt) are classified as held for sale as at

December 31, 2025. Memoranda of Agreement

were signed on October 29, 2025 and

December 9, 2025, respectively. Their carrying

value amounts to USD 21.4 million and

USD 23.6 million and a net gain of

USD 3.6 million and USD 4.5 million

respectively was recognized upon delivery to

the new owners in January 2026.

On November 24, 2025, the Supervisory Board

approved a coordinated divestment plan covering

certain tanker and dry bulk vessels. In line with

this plan and the active sale processes initiated

prior to year-end, the following vessels are

classified as non-current assets held for sale as at

December 31, 2025. Six VLCC vessels, Hirado

(2011), Hojo (2013), Antigone (2015), Daishan

(2007), Dia (2015) and Aegean (2016), were

marketed as a coordinated block-sale.

Negotiations were at an advanced stage as at

year-end and a Memorandum of Agreement for

all six vessels was signed on January 7, 2026.

The vessels were delivered during the first quarter

of 2026. The vessels generated a combined net

gain of USD 261.2 million and was recognized

during the first quarter of 2026.

CMB.TECH - Financial Report 2025

The Suezmax vessels Sienna (2007) and Stella

(2011) were also included in the approved

disposal plan. Marketing commenced in

December 2025 and management expects

completion within twelve months. The vessels

are classified as held for sale for a total

combined carrying value of USD 32.9 million.

The Capesize vessel Golden Myrtalia (2011 -

177,919 dwt) was approved for sale on

November 24, 2025 and actively marketed

before year-end. Although no agreement had

been signed as at December 31, 2025,

management expects completion within twelve

months. The vessel is classified as held for sale

with a carrying value of USD 25.2 million.

The amount under 'corporate' relates to the

sale of the Company's share in the Tankers

International (TI) Pool to International Seaways

(INSW), closed on January 27, 2026.

Discontinued operations

As of December 31, 2025 and December 31,

2024, the Group had no operations that meet

the criteria of a discontinued operation.

CMB.TECH - Financial Report 2025

Note 4 - Revenue and other operating income


(in thousands of USD)	2025
	Marine							H2 Infra	H2 Industry	Less: Eliminations	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total
Pool Revenue	131,397	—	—	16,636	—	—	148,033	—	—	—	148,033
Spot Voyages	202,705	618,956	—	—	—	—	821,661	—	—	—	821,661
Revenue from contracts with customers	334,102	618,956	—	16,636	—	—	969,694	—	—	—	969,694
Time Charters	234,086	323,648	43,564	32,289	60,992	1,846	696,425	—	—	(39)	696,386
Total revenue	568,188	942,604	43,564	48,925	60,992	1,846	1,666,119	—	—	(39)	1,666,080

Other operating income	37,177	739	—	130	—	3,836	41,882	236	17,300	(29,662)	29,756


(in thousands of USD)	2024
	Marine							H2 Infra	H2 Industry	Less: Eliminations	Total
	Euronav	Bocimar	Delphis	Bochem	Windcat	Port vessels	Total
Pool Revenue	186,363	—	—	18,864	—	—	205,227	—	—	—	205,227
Spot Voyages	378,792	98,428	—	—	237	(28)	477,429	—	—	(3)	477,426
Revenue from contracts with customers	565,155	98,428	—	18,864	237	(28)	682,656	—	—	(3)	682,653
Time Charters	177,187	—	26,513	13,336	39,431	1,526	257,993	—	—	(400)	257,593
Total revenue	742,342	98,428	26,513	32,200	39,668	1,498	940,649	—	—	(403)	940,246

Other operating income	49,510	—	—	—	17	1,615	51,142	389	11,424	(12,295)	50,660

CMB.TECH - Financial Report 2025


(in thousands of USD)	2023
	Marine	Less: Eliminations	Total
	Euronav
Pool Revenue	639,778	—	639,778
Spot Voyages	434,436	—	434,436
Revenue from contracts with customers	1,074,214	—	1,074,214
Time Charters	160,913	—	160,913
Total revenue	1,235,127	—	1,235,127

Other operating income	23,316	—	23,316

For the accounting treatment of revenue, we refer to the accounting policies (see Note 1.15) - Revenue.

CMB.TECH - Financial Report 2025

The increase in revenue is primarily driven by an

increase in revenue from spot voyages and fixed

time charters. This increase is largely attributed to

the acquisition of Golden Ocean and the delivery

of newbuild dry bulk vessels in 2025. The

increase is partially offset by a reduction in pool

revenue mainly due to a lower number of vessels

operating in the pool in 2025 compared to 2024.

Other operating income includes revenues related

to the daily standard business operation of the

fleet and that are not directly attributable to an

individual voyage.

In accordance with IFRS16 - Leases, CMB.TECH

is required to identify the lease and non-lease

components of revenue and account for each

component in accordance with the applicable

accounting standard. In time charter-out revenue,

it is determined that the lease component is the

vessel and the non-lease component is the

technical management services provided to

operate the vessel. The following table sum-

marizes the lease and non-lease components of

the revenue from time charter-out during the

years ended December 31, 2025, 2024 and

2023.


(in thousands of USD)	Note	2025	2024	2023
Lease component of revenue from time charter- out	-	484,093	188,404	122,818
Non-lease component of revenue from time charter-out	-	212,293	69,189	38,095
Total lease income		696,386	257,593	160,913

CMB.TECH - Financial Report 2025

Note 5 - Expenses for shipping activities

and other expenses from operating

activities

Voyage expenses and commissions


(in thousands of USD)	Note	2025	2024	2023
Commissions paid	-	(25,795)	(16,643)	(15,202)
Bunkers	-	(234,910)	(118,446)	(101,795)
Other voyage related expenses	-	(101,450)	(39,221)	(25,093)

Total voyage expenses and commissions		(362,155)	(174,310)	(142,090)

The voyage expenses and commissions increased in 2025 compared to

2024. This increase is primarily attributed to an increase in bunker related

expenses and other voyage-related expenditures. The increase in bunker

cost and commissions paid in 2025 compared to 2024 is mainly due to the

integration of the Golden Ocean vessels as of March, 2025 and thus more

vessels operating on the spot. For vessels operated on the spot market,

voyage expenses are paid by the shipowner while voyage expenses for

vessels under a time charter contract, are paid by the charterer. Voyage

expenses for vessels operated in a Pool, are paid by the Pool. The majority of

other voyage expenses are port costs, agency fees and agent fees paid to

operate the vessels on the spot market. Port costs vary depending on the

number of spot voyages performed, number and type of ports.

CMB.TECH - Financial Report 2025

Vessel operating expenses


(in thousands of USD)	Note	2025	2024	2023
Operating expenses	-	(386,679)	(185,327)	(210,527)
Insurance	-	(33,730)	(14,319)	(20,506)

Total vessel operating expenses		(420,409)	(199,646)	(231,033)

The operating expenses relate mainly to the crewing expenses (including crew bonuses), technical and other costs (including shore staff working entirely on ship

management) which are needed to operate vessels. In 2025, these expenses increased compared to 2024, primarily due to the acquisition of Golden Ocean in

March, 2025.

CMB.TECH - Financial Report 2025

General and administrative expenses


(in thousands of USD)	Note	2025	2024	2023
Wages and salaries	-	(31,662)	(20,797)	(10,342)
Social security costs	-	(4,141)	(3,293)	(1,204)
Provision for employee benefits	-	(66)	13	140
Equity-settled share-based payments	23	—	—	(3,945)
Other employee benefits	-	(3,611)	(2,019)	(1,047)
Capitalised costs	-	—	960	—
Employee benefits		(39,480)	(25,136)	(16,398)

Administrative expenses	-	(100,272)	(50,272)	(42,766)
Tonnage tax	-	(2,497)	(2,205)	(3,586)
Claims	-	—	(477)	(76)
Provisions	-	274	324	294
Total general and administrative expenses		(141,975)	(77,766)	(62,532)

Average number of full time equivalents (shore staff including ship management)		302.26	285.24	198.47

The general and administrative expenses which

include amongst others: shore staff wages

(excluding shore staff working entirely on ship

management), director fees, office rental, con-

sulting and audit fees and tonnage tax, increased

in 2025 compared to 2024. This increase was

mainly due to the acquisition and inclusion of

Golden Ocean Group and related transaction fees

as per March 12, 2025 (see Note 25).

The total research and development expenses

recognized for the period ended December 31,

2025, amounted to USD 7.4 million and are

included under administrative expenses

(December 31, 2024: USD 10.5 million).

Employee benefits expenses increased compared

to the prior year, primarily driven by higher wages

and salaries as a result of the increase in the

average number of full-time equivalents following

the inclusion of Golden Ocean Group Limited as

from March 2025. In addition, the average wage

cost per employee increased during the period.

The increase also reflects the impact of certain

non-recurring items recognised during the year.

CMB.TECH - Financial Report 2025

Note 6 - Net finance expense

Recognised in profit or loss


(in thousands of USD)	2025	2024	2023
Interest income	6,539	15,895	20,620
Dividends from other shares	5,351	1,050	—
Income on recycling hedges from OCI into P&L	—	—	25,749
Change in fair value of fuel derivatives recognised in P&L	—	—	3,210
Foreign exchange gains	10,986	21,744	17,590

Finance income	22,876	38,689	67,168

Interest expense on financial liabilities measured at amortised cost	(375,286)	(145,562)	(132,268)
Interest leasing	(3,537)	(275)	(631)
Change in fair value of fuel derivatives recognised in P&L	—	—	(8,276)
Fair value adjustment on interest rate swaps	(3,407)	—	37
Other financial charges	(14,296)	(9,249)	(13,513)
Foreign exchange losses	(33,291)	(14,253)	(17,246)
Finance expenses	(429,817)	(169,339)	(171,897)

Net finance expenses	(406,941)	(130,650)	(104,729)

CMB.TECH - Financial Report 2025

Finance income for the year ended December 31,

2025 decreased compared to the year ended

December 31, 2024, primarily due to lower

interest income earned during the period and

reduced foreign exchange gains.

Finance expenses for the year ended December

31, 2025 increased compared to the year ended

December 31, 2024. The increase is primarily

attributable to higher interest expenses on

financial liabilities, driven by a higher average

outstanding debt position during the period. This

reflects financing costs incurred in connection

with the completion of the Golden Ocean trans-

action, refinancings concluded during the year,

and the expansion and increased total value of

the fleet.

The increase in foreign exchange losses primarily

reflects the revaluation impact of movements in

the EUR/USD exchange rate on the Group’s EUR-

denominated borrowings.

The above finance income and expenses include

the following in respect of assets (liabilities) not

recognised at fair value through profit or loss:


(in thousands of USD)	2025	2024	2023
Total interest income on financial assets	6,539	15,895	46,368
Total interest expense on financial liabilities	(375,286)	(145,562)	(132,268)
Total interest leasing	(3,537)	(275)	(631)
Total other financial charges	(14,296)	(9,249)	(13,513)

CMB.TECH - Financial Report 2025

Note 7 - Income tax benefit (expense)


(in thousands of USD)	2025	2024	2023
CURRENT TAX
Current period	(4,074)	(7,660)	(4,889)
Changes related to prior years	1,367	1,616	7
Total current tax	(2,707)	(6,044)	(4,881)
DEFERRED TAX
Recognition of unused tax losses/(use of tax losses)	27	(243)	(1,146)
Other	(7,505)	4,394	18
Total deferred tax	(7,478)	4,151	(1,128)

Total tax benefit/(expense)	(10,185)	(1,893)	(6,009)


Reconciliation of effective tax	2025		2024		2023
Profit (loss) before tax		149,327		872,722		864,036
Tax at domestic rate	(25.00)%	(37,332)	(25.00)%	(218,181)	(25.00)%	(216,009)
Effects on tax of :
Losses not subject to tax		(7,240)		(2,879)		—
Tax exempt profit / loss		(8,778)		(502)		(4,535)
Tax adjustments for previous years		6,023		1,979		7
Loss for which no DTA (*) has been recognised		(627)		28,686		7,586
Non-deductible expenses		(9,893)		(7,605)		(1,602)
Use of previously unrecognised tax losses and tax credits		—		—		5,283
Effect of Tonnage Tax regime		43,339		185,784		195,768
Effect of share of profit of equity-accounted investees		(221)		94		(5)
Effects of tax regimes in foreign jurisdictions		4,543		10,731		7,498

Total taxes	(6.82)%	(10,185)	(0.22)%	(1,893)	(0.70)%	(6,009)

* DTA = Deferred Tax Asset

CMB.TECH - Financial Report 2025

In application of an IFRIC agenda decision on

‘IAS 12 Income taxes', tonnage tax is not

accounted for as income taxes in accordance

with IAS 12 and is not presented as part of

income tax expense in the consolidated

statement of profit or loss but has been shown

as an administrative expense under the heading

General and administrative expenses. The

amount paid for tonnage tax in the year ended

December 31, 2025 was USD 2.5 million (2024:

USD 2.2 million and 2023: USD 3.6 million) (see

Note 5).

The Group has determined that the global

minimum top-up tax, which is required to be

paid under Pillar Two legislation, is an income

tax in the scope of IAS 12. The Group operates

mainly in the international shipping industry.

Pillar II provides an exclusion for relevant

shipping income (= profits earned from the

transportation of cargo in international traffic).

The Pillar II exercise will be subject to further

guidance from the OECD. Based on the current

state of play, we expect to be able to benefit

from the shipping exclusion for the majority of

our activities. Therefore, the Group concluded

the impact of Pillar II to be limited.

The Group has applied a temporary mandatory

relief from deferred tax accounting for the

impacts of the top-up tax and accounts for it as

a current tax when it is incurred. The impact for

the Group was assessed and it was concluded

that a limited amount of USD 0.4 million was

applicable for 2025.

CMB.TECH - Financial Report 2025

Note 8 - Property, plant and equipment


(in thousands of USD)	Note	Vessels	Vessels under construction	Right-of-use assets	Other tangible assets	Prepayments	Total PPE
At January 1, 2023
Cost	-	5,014,747	228,429	66,785	5,159	—	5,315,120
Depreciation & impairment losses	-	(1,956,815)	—	(45,292)	(4,397)	—	(2,006,504)
Net carrying amount		3,057,932	228,429	21,493	762	—	3,308,616

Acquisitions	-	295,568	41,627	31,557	372	1,031	370,155
Disposals and cancellations	-	(815,733)	—	(2,087)	—	—	(817,820)
Depreciation charges	-	(200,896)	—	(18,040)	(492)	—	(219,428)
Transfer to assets held for sale	3	(870,844)	—	—	—	(1,031)	(871,875)
Transfers	-	163,543	(163,543)	—	—	—	—
Translation differences	-	—	—	13	2	—	15
Balance at 31 December 2023		1,629,570	106,513	32,936	644	—	1,769,663

At January 1, 2024
Cost	-	3,265,939	106,513	56,240	4,717	—	3,433,409
Depreciation & impairment losses	-	(1,636,369)	—	(23,304)	(4,073)	—	(1,663,746)
Net carrying amount		1,629,570	106,513	32,936	644	—	1,769,663

Acquisitions	-	155,215	959,692	332	2,292	2,729	1,120,260
Acquisitions through business combinations	-	425,564	477,565	1,431	22,219	670	927,449
Disposals and cancellations	-	(183,374)	—	(30,162)	—	(595)	(214,131)
Depreciation charges	-	(158,110)	—	(1,413)	(3,625)	—	(163,148)
Transfer to assets held for sale	3	(165,583)	—	—	—	—	(165,583)
Disposals through sale of subsidiary	-	—	—	(1,184)	(137)	—	(1,321)
Transfers	-	914,788	(914,788)	—	1,075	(1,075)	—
Translation differences	-	(586)	(577)	(30)	(840)	(72)	(2,105)
Balance at 31 December 2024		2,617,484	628,405	1,910	21,628	1,657	3,271,084

CMB.TECH - Financial Report 2025



At January 1, 2025
Cost	-	4,020,942	628,405	5,212	30,098	1,657	4,686,314
Depreciation & impairment losses	-	(1,403,458)	—	(3,302)	(8,470)	—	(1,415,230)
Net carrying amount		2,617,484	628,405	1,910	21,628	1,657	3,271,084

Acquisitions	-	107,088	961,941	2,539	3,242	499	1,075,309
Acquisitions through business combinations	25	3,472,061	—	210,751	—	—	3,682,812
Disposals and cancellations	-	(194,897)	—	—	(700)	—	(195,597)
Depreciation charges	-	(371,267)	—	(9,247)	(4,170)	—	(384,684)
Transfer to assets held for sale	3	(361,865)	—	—	—	—	(361,865)
Impairments	-	—	—	(4,567)	—	—	(4,567)
Transfers	-	1,051,454	(854,759)	(196,695)	1,260	(1,260)	—
Translation differences	-	3,715	2,711	156	2,721	179	9,482
Balance at 31 December 2025		6,323,773	738,298	4,847	23,981	1,075	7,091,974

At 31 December 2025
Cost	-	7,757,790	738,298	10,038	37,105	1,075	8,544,306
Depreciation & impairment losses	-	(1,434,017)	—	(5,191)	(13,124)	—	(1,452,332)
Net carrying amount		6,323,773	738,298	4,847	23,981	1,075	7,091,974

During 2024, one VLCC and four Suezmax

vessels have been dry-docked. The cost of

planned repairs and maintenance is capitalized

and included under the heading Acquisitions.

On January 22, 2024, the Company exercised

the repurchase option for VLCC Newton (2009 -

307,284 dwt) that was under a bareboat contract

for an aggregate amount of USD 30 million. The

vessel was previously accounted for as a right-

of-use asset.

During 2024, the Company took delivery of three

Suezmax vessels (Bristol, Orion and Helios),

seven super-eco Newcastlemax vessels (Mineral

France, Mineral Deutschland, Mineral Italia,

Mineral Danmark, Mineral Eire, Mineral Hellas and

Mineral Espana), four chemical tankers (Bochem

Casablanca, Bochem Shanghai, Bochem New

Orleans and Bochem Brisbane), three container

vessels (CMA CGM Baikal, CMA CGM Dolomites

and CMA CGM Etosha) of which one has been

sold in the second quarter (CMA CGM Baikal),

and one CTV (Windcat 57).

During 2025, 4 VLCCs, one Suezmax vessel and

19 dry bulk vessels have been dry-docked. The

cost of planned repairs and maintenance is

capitalized and included under the heading

Acquisitions.

During 2025, the Company took delivery of eight

super-eco Newcastlemax vessels (Mineral

Portugal, Mineral Osterreich, Mineral Suomi,

Mineral Sverige, Mineral Polska, Mineral Cesko,

Mineral Slovensko and Mineral Slovenija), two

CSOVs (Windcat Rotterdam and Windcat

Amsterdam), one chemical tanker (Bochem

Santos), one VLCC (Atrebates) and 2 CTVs

(Hydrocat 60 and Windcat 58).

The Group had forty-one vessels under

construction at December 31, 2025 for an

aggregate amount of USD 738.3 million (2024:

forty-one vessels under construction). The

amounts presented within "vessels under

CMB.TECH - Financial Report 2025

construction" relate to four eco-type VLCCs and

two eco-type Suezmaxes, two dual-fuel bitumen

tankers, ten Newcastlemax bulk carriers, seven

chemical tankers, four CSOVs (Commissioning

Service Operations Vessels), two coaster vessel

of 5,000 dwt, one 1,400 TEU ammonia-powered

container vessel and nine CTVs (Crew Transfer

Vessel). The Group capitalizes borrowing costs

related to the financing of the newbuild vessels as

reported under vessels under construction (see

Note 1.11.2). As per December 31, 2025, the total

amount that was capitalized was USD 16.6 million

(2024: USD 23.7 million) in actual borrowing

costs at an average interest rate of 6%.

The transfers of right-of-use assets in 2025 relate

to the SFL vessels (see Note 20), for which the

purchase option was exercised. Upon delivery,

these vessels were transferred to the owned

vessels.

CMB.TECH - Financial Report 2025

Disposal of assets – Gains/losses


(in thousands USD)	Note	Sale price	Book Value	Gain	Loss
Cap Charles - Sale	-	40,523	18,459	22,064	—
Nautica - Sale	-	53,900	26,847	27,053	—
Alex - Sale	-	86,397	62,214	24,182	—
Ardeche - Sale	-	90,410	58,345	32,065	—
Drenec - Sale	-	86,327	56,279	30,048	—
Heron - Sale	-	89,130	58,243	30,887	—
Arafura - Sale	-	87,077	56,673	30,404	—
Amundsen - Sale	-	90,670	60,007	30,663	—
Diodorus - Sale	-	113,100	83,911	29,189	—
Dickens - Sale	-	113,397	83,534	29,863	—
Dalis - Sale	-	107,930	84,395	23,535	—
Cassius - Sale	-	123,500	91,635	31,865	—
Clovis - Sale	-	124,277	93,651	30,625	—

For the twelve months period ended December 31, 2023		1,206,636	834,192	372,444	—

		Sale price	Book Value	Gain	Loss
Andaman - Sale	-	86,976	56,636	30,341	—
Dominica - Sale	-	82,685	52,826	29,858	—
Hatteras - Sale	-	90,310	59,368	30,942	—
Derius - Sale	-	104,627	81,458	23,169	—
Alboran - Sale	-	86,418	56,362	30,056	—
Delos - Sale	-	112,888	83,611	29,277	—
Desirade - Sale	-	85,965	56,071	29,894	—
Alice - Sale	-	85,965	61,625	24,340	—
Aquitaine - Sale	-	90,268	58,657	31,610	—
Oceania - Sale	-	43,120	8,294	34,826	—
Doris - Sale		113,010	84,438	28,573	—
Aral - Sale		86,472	56,445	30,027	—
Anne - Sale		86,275	62,820	23,455	—

CMB.TECH - Financial Report 2025


Camus - Sale		123,420	92,228	31,193	—
Noble - Sale		53,955	25,716	28,239	—
Nectar - Sale		53,955	23,873	30,082	—
Newton - Sale		53,955	33,285	20,670	—
CMA CGM Baikal - Sale		71,500	55,879	15,621	—
Sapphira - Sale		45,500	14,670	30,830	—
Statia - Sale		41,250	10,723	30,527	—
Selena - Sale		38,170	11,794	26,376	—
Cap Victor - Sale		38,990	15,593	23,397	—
Cap Felix - Sale		42,330	20,989	21,341	—
Corporate	-	2,000	1,625	375	—

For the twelve months period ended December 31, 2024		1,720,005	1,084,986	635,019	—

		Sale price	Book Value	Gain	Loss
Alsace - Sale	-	96,850	69,388	27,462	—
Cap Lara - Sale	-	33,213	14,437	18,776	—
Windcat 6 - Sale	-	267	50	217	—
Iris - Sale		99,990	42,856	57,134	—
Golden Ioanari - Sale		15,811	15,811	—	—
Golden Keen - Sale		16,848	16,649	199	—
Hakata - Sale		57,820	38,749	19,071	—
Hakone - Sale		55,615	35,405	20,210	—
Dalma - Sale		47,334	20,939	26,395	—
Sofia - Sale		40,120	19,693	20,426	—
Battersea - Sale		24,071	21,664	2,407	—
Golden Zhoushan - Sale		21,879	21,879	—	—
Sale hydrogen applications		847	575	272	—
Sale other industrial applications		12	16	—	(4)

For the twelve months period ended December 31, 2025		510,677	318,112	192,568	(4)

CMB.TECH - Financial Report 2025

On March 15, 2024, the Company sold the N-

class vessels Noble, Nectar and Newton for a net

sale price after commission of USD 161.9 million.

The vessels have all been delivered during the

second quarter of 2024 and the net gain of

USD 79.0 million on the transaction was

recognised in the consolidated statement of profit

or loss.

On November 19, 2021, the Company agreed to

sell the container vessel CMA CGM Baikal for a

net sale price of USD 71.5 million. The vessel has

been delivered to her new owners in the second

quarter of 2024 and a net gain of USD 15.6 million

has been booked in the consolidated statement of

profit or loss.

On September 25, 2024, the Company sold two

Suezmax vessels, Sapphira (2008 - 150,205 dwt)

and Statia (2006 - 150,205 dwt) for a net sale

price of USD 45.5 million and USD 41.3 million

respectively. The sale price generated a

combined gain of USD 61.4 million and was

recorded in the consolidated statement of profit

or loss in the third quarter of 2024.

On December 2, 2024, the Company agreed to

sell three Suezmax vessels Selena (2007 -

150,205 dwt), Cap Victor (2007 - 158,853 dwt)

and Cap Felix (2008 - 158,765 dwt) for a net sale

price after commission of USD 38.2 million,

USD 39.0 million and USD 42.3 million

respectively. The sale price generated a

combined gain of USD 71.1 million and was

recorded in the consolidated statement of profit

or loss in the fourth quarter of 2024.

On May 21, 2024, the Company sold the VLCC

Alsace (2012 - 320,350 dwt) for USD 96.9 million.

The vessel was accounted for as a non-current

asset held for sale as at December 31, 2024. The

VLCC has successfully been delivered to its new

owner during the first quarter of 2025 generating

a gain of USD 27.5 million.

On December 31, 2024, the Company sold the

Suezmax Cap Lara (2007 - 158,826 dwt) for

USD 33.2 million. The vessel was accounted for

as a non-current asset held for sale as at

December 31, 2024, and had a carrying value of

USD 14.4 million. The vessel was delivered to her

new owner on March 10, 2025, generating a net

gain of USD 18.8 million and was recorded in the

consolidated statement of profit or loss in the first

quarter of 2025.

The Windcat 6 has also been sold, after 18 years

of service. The sale generated a gain of

USD 0.2 million. The vessel was delivered to its

new owner on March 13, 2025.

On March 14, 2025, the Company sold the VLCC

Iris (2012 - 314,000 dwt) for a net sale price after

commission of USD 100.0 million. The vessel was

delivered during the second quarter of 2025 and

the net gain of USD 57.1 million on the transaction

was recognised in the consolidated statement of

profit or loss.

On April 3, 2025, the Company sold the vessel

Golden Keen for a net sale price of

USD 16.8 million. The vessel was delivered on

June 2, 2025, and a gain of USD 0.2 million was

recognised in the consolidated statement of profit

or loss.

On April 16, 2025, the Company sold VLCCs

Hakata (2010, 302,550 dwt) & Hakone (2010,

302,624 dwt) for a net sale price of

USD 57.8 million and USD 55.6 million

respectively. The vessels were delivered to their

new owners in the third quarter of 2025,

generating a total gain of USD 39.3 million in the

third quarter of 2025.

On June 25, 2025, the vessel Golden Ioanari was

successfully delivered to her new owners. The

sale was completed on March 21, 2025. The

vessel had a carrying amount equal to the agreed

sale price. As a result, no gain or loss was

recognised on the transaction.

On September 19, 2025, the Company has sold

the capesize Battersea (2009, 169390.000 dwt)

for a net sale price of USD 24.1 million. The vessel

was delivered to her new owners on October 24,

2025, generating a gain of USD 2.4 million.

On September 26, 2025, the Company sold the

VLCC Dalma (2007 - 306,543 dwt) for a net sale

price of USD 47.3 million. The vessel was

delivered to her new owners on December 15,

2025 generating a gain of USD 26.4 million.

On August 25, 2025, the Company sold the

Suezmax vessel Sofia (2010 - 165,000 dwt) for a

net sale price of USD 40.1 million. The vessel was

delivered to her new owners on October 30,

2025, generating a gain of USD 20.4 million.

Capesize Golden Zhoushan (2011 - 175,834) was

delivered to its new owner during the fourth

quarter of 2025, no gain was recorded following

the sale of the vessel.

CMB.TECH - Financial Report 2025

Impairment

Based on the impairment indicator analysis

conducted for the year ending December 31,

2025, the Group has not identified any

impairment triggers within its Marine division that

require further impairment testing. Both internal

and external impairment indicators, including

asset performance, market valuations, and

macroeconomic conditions, have been

thoroughly assessed. The review is supported by

independent broker valuations which indicate that

the fair market value of the fleet exceeds its

carrying value. The same analysis was conducted

for the year ending December 31, 2024 and for

the year ending December 31, 2023.

However, it was noted that the Golden Zhoushan

(2011 - 175,834 dwt) was sold pursuant to a

Memorandum of Agreement signed on July 3,

2025, for a net sale price of USD 21.9 million,

resulting in a loss of USD 4.6 million which was

recorded as an impairment charge in the con-

solidated statement of profit or loss as per June

30, 2025.

Accordingly, as of the reporting date, no

additional impairment adjustments are required

for the Group’s assets within the Marine division.

The Management Board, under supervision of the

Supervisory Board, will continue to evaluate

potential impairment risks on an ongoing basis,

ensuring timely responses to any significant

changes in market conditions or operational

performance.

Security

All vessels financed with bank loans are subject

to a mortgage to secure bank loans (see Note 17).

Capital commitment

As at December 31, 2025 the Group's total capital

commitments amount to USD 1.6 billion

(December 31, 2024: USD 2.4 billion capital

commitments). These capital commitments can

be detailed as follows:



(in thousands of USD)	Total	2026	2027	2028	2029
Commitments in respect of:
Tankers	441,186	373,866	67,320	—	—
Dry bulk vessels	525,887	515,754	10,133	—	—
Container vessels	37,670	37,670	—	—	—
Chemical tankers	377,100	102,750	34,100	159,650	80,600
Offshore Wind Vessels	253,804	148,857	95,136	9,811	—
Other	11,799	11,799	—	—	—

Total	1,647,446	1,190,696	206,689	169,461	80,600

The current newbuilding program of the Group comprises the following:

– 4 eco-type VLCCs,

– 2 eco-type Suezmaxes,

– 10 Newcastlemax bulk carriers,

– 7 chemical tankers,

– Offshore wind vessels are related to 4 CSOVs (Commissioning Service Operation Vessel), 1 MPASV (Multi Purpose Accommodation Support Vessel) and 3 CTVs

(Crew Transfer Vessels),

– 2 coasters of 5,000 dwt (included under drybulk vessels),

– 1 ammonia-powered container vessel with a capacity of 1,400 TEU,

– 2 dual-fuel bitumen tankers (included under chemical tankers),

– The other items are related to a multi purpose harbour vessel and other hydrogen applications.

CMB.TECH - Financial Report 2025

Note 9 - Intangible Assets and goodwill


(in thousands USD)	Note	Customer contracts	Other intangible assets	Total intangible assets	Goodwill
At 1 January 2024
Cost	-	16,569	1,267	17,836	—
Amortisation & translation differences	-	(2,469)	(1,173)	(3,642)	—
Net carrying amount		14,100	94	14,194	—

Acquisitions	-	535	1,006	1,541	—
Acquisitions through business combinations	-	—	3,539	3,539	—
Amortisation charges	-	(1,556)	(1,325)	(2,881)	—
Disposals through sale of subsidiary	-	—	(67)	(67)	—
Translation differences	-	—	(139)	(139)	—

Balance at 31 December 2024		13,079	3,108	16,187	—

At 1 January 2025
Cost	-	17,104	5,807	22,911	—
Amortisation & translation differences	-	(4,025)	(2,699)	(6,724)	—
Net carrying amount		13,079	3,108	16,187	—
Acquisitions	-	1,503	—	1,503	—
Acquisitions through business combinations	25	396	—	396	177,022
Amortisation charges	-	(1,589)	(1,695)	(3,284)	—
EU ETS allowances surrendered	-	(2,434)	—	(2,434)	—
Translation differences	-	—	342	342	—

Balance at 31 December 2025		10,955	1,755	12,710	177,022

At 31 December 2025
Cost	-	16,569	6,427	22,996	177,022
Amortisation & translation differences	-	(5,614)	(4,672)	(10,286)	—
Net carrying amount		10,955	1,755	12,710	177,022

CMB.TECH - Financial Report 2025

In connection with the acquisition of the

remaining 50% in TI Asia and TI Africa in May,

2022, a part of the price paid is related to an

intangible asset (customer contracts with NOC

for the service part, i.e. recharge of opex,

maintenance and crew). Management estimated

the fair value of the intangible asset related to

the service component of the NOC contract,

resulting in a value of USD 16.6 million at May 31,

2022. This amount will be depreciated till the

end of the contractual service, or until July 21,

2032 and September 21, 2032 respectively.

The goodwill recognised relates to the

acquisition of Golden Ocean Group Ltd. (see

Note 24 and 25). The recognition of goodwill

reflects management’s confidence in the long-

term prospects of the dry bulk market and the

expected growth of the business segment. The

resulting goodwill is recognised on the

statement of financial position and is subject to

annual impairment testing in accordance with

the applicable accounting standards.

For the purpose of impairment testing, goodwill

amounting to USD 177.0 million has been

allocated to the Bocimar operating segment,

which represents the group of cash-generating

units for dry bulk operations excluding the

assets under construction. The recoverable

amount of the group of CGUs was determined

based on its fair value less costs of disposal

(“FVLCD”). The FVLCD measurement is

classified as a Level 3 fair value measurement

and was derived from independent broker

valuation reports obtained from recognised

shipbrokers and maritime valuation experts,

adjusted for costs of disposal based on the

average broker commission payable. The

recoverable amount exceeded the carrying

amount of the group of CGUs and, accordingly,

no impairment was recognised for the year

ended December 31, 2025. Management has

assessed that no reasonably possible change in

the key assumptions would result in the carrying

amount exceeding the recoverable amount.

The other intangible assets are mainly related to

internally capitalised development expenses and

software assets.

CMB.TECH - Financial Report 2025

Note 10 - Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:


(in thousands of USD)	Assets	Liabilities	Net
Tangible assets	16,176	(6,579)	9,597
Employee benefits	46	—	46
Unused tax losses & tax credits	22,284	(426)	21,858
Unremitted earnings	—	(21,865)	(21,865)
	38,506	(28,870)	9,636
Offset	(28,432)	28,432

Balance at 31 December 2024	10,074	(438)

Tangible assets	2,357	(28)	2,329
Employee benefits	20	—	20
Unused tax losses & tax credits	22,196	(457)	21,739
Unremitted earnings	—	(21,723)	(21,723)
	24,573	(22,208)	2,365
Offset	(21,723)	21,723

Balance at 31 December 2025	2,850	(485)

Unrecognised deferred tax assets and liabilities

Total unrecognised tax losses amount to USD 244.4 million for 2025 (USD 160.6 million for 2024) and unused

taxable temporary differences amount to USD 48.6 million (both 2025 and 2024). Deferred tax assets and

liabilities have not been recognised in respect of the following items:

CMB.TECH - Financial Report 2025


(in thousands of USD)	31 December 2025		31 December 2024
	Assets	Liabilities	Assets	Liabilities
Deductible temporary differences	12,377	—	12,226	—
Taxable temporary differences	—	(12,162)	—	(12,162)
Tax losses & tax credits	58,934	—	39,622	—

	71,311	(12,162)	51,848	(12,162)
Offset	(12,162)	12,162	(12,162)	12,162
Total	59,150	—	39,686	—

The unrecognised deferred tax assets in respect of tax losses and tax credits

relates to tax losses carried forward, investment deduction allowances and

excess dividend received deduction. Tax losses and tax credits have no

expiration date.

A deferred tax asset ('DTA') is recognised for unused tax losses and tax

credits carried forward, to the extent that it is probable that future taxable

profits will be available. The Group considers future taxable profits as probable

when it is more likely than not that taxable profits will be generated in the

foreseeable future. When determining whether probable future taxable profits

are available, the probability threshold is applied to portions of the total

amount of unused tax losses or tax credits, rather than the entire amount.

Given the nature of the tonnage tax regime, the Group has a substantial

amount of unused tax losses and tax credits for which no future taxable profits

are probable and therefore no DTA has been recognised.

No deferred tax liabilities have been recognised for temporary differences

related to vessels for which the Group expects that the reversal of these

differences will not have a tax effect.

CMB.TECH - Financial Report 2025

Movement in deferred tax balances during the year


(in thousands of USD)	Balance at Jan 1, 2023	Recognised in income	Other movements	Translation differences	Balance at 31 Dec 2023
Employee benefits	25	18	—	1	44
Unused tax losses & tax credits	60,308	(18,134)	—	4	42,178
Unremitted earnings	(58,930)	16,988	—	—	(41,942)

Total	1,403	(1,128)	—	5	280

(in thousands of USD)	Balance at Jan 1, 2024	Recognised in income	Other movements	Translation differences	Balance at 31 Dec 2024
Tangible assets	—	4,388	5,303	(94)	9,597
Employee benefits	44	6	—	(4)	46
Unused tax losses & tax credits	42,178	(20,320)	—	—	21,858
Unremitted earnings	(41,942)	20,077	—	—	(21,865)

Total	280	4,151	5,303	(98)	9,636

(in thousands of USD)	Balance at Jan 1, 2025	Recognised in income	Other movements	Translation differences	Balance at 31 Dec 2025
Tangible assets	9,597	(7,474)	(67)	273	2,329
Employee benefits	46	(31)	—	5	20
Unused tax losses & tax credits	21,858	(114)	—	(5)	21,739
Unremitted earnings	(21,865)	141	—	1	(21,723)

Total	9,636	(7,478)	(67)	274	2,365

The other movements in 2024 relate to the recognition of the deferred tax assets and liabilities when control of CMB.TECH Enterprises was obtained.

CMB.TECH - Financial Report 2025

Note 11 - Non-current receivables



(in thousands of USD)	31 December 2025	31 December 2024
Shareholders loans to joint ventures	20,222	16,188
Derivatives	—	1,279
Cash guarantees and deposits	57,534	48,548
Other non-current receivables	19,360	9,061

Total non-current receivables	97,116	75,076

The shareholder loans to joint ventures mainly

relates to the loans provided to Be Hydro and

JPN H2YDRO and to joint ventures within the

Windcat group of companies, i.e. TSM Windcat

and FRS Windcat Offshore Logistics.

The cash guarantees and deposits as of

December 31, 2025 relates to a cash security of

USD 51.7 million lodged with the High Court of

Malaysia in January, 2024. The cash security was

required to lift the arrest on the vessel Oceania

which was subsequently sold and delivered to

her new owners (see Note 21).

The increase in other non-current receivables

mainly relates to an advancement for the

development of ammonia-powered engines for

its new bulk carriers. The amount will be re-

covered through future engine deliveries.

The maturity date of the non-current receivables is as follows:


(in thousands of USD)	31 December 2025	31 December 2024
Receivable:
Within two years	62,745	57,240
Between two and three years	4,508	52
Between three and four years	3,844	4
Between four and five years	60	183
More than five years	25,959	17,597

Total non-current receivables	97,116	75,076

CMB.TECH - Financial Report 2025

Note 12 - Inventory

The bunker inventory mainly relates to the bunker

fuel stored on board of the vessels. As of

December 31, 2025, lube oils are classified within

Inventory, aligning the presentation within the

group, having previously been presented under

deferred charges. The carrying amount of the

bunker inventory on board of the vessels

amounted to USD 55.7 million (2024:

USD 17.3 million), and the carrying amount of the

lube oils amounted to USD 17.5 million as of

December 31, 2025 (2024: USD 7.7 million). As

the amount of the lube oils as of December 31,

2024 is not material, comparative figures have

not been restated.

The increase in bunker inventory is primarily

driven by the acquisition of the Golden Ocean

fleet in March, 2025.

Bunker expenses and consumed lubricants are

recognized in profit or loss upon consumption.

Bunker expenses are presented within voyage

expenses (see Note 5), while lubricants are

included within vessel operating expenses.

The other inventory as of December 31, 2025

amounts to USD 4.0 million (2024:

USD 9.1 million) and relates to trucks purchased

to be converted into hydrotrucks for resale and

spare parts used for the conversion of regular

engines to hydrogen powered engines.

CMB.TECH - Financial Report 2025

Note 13 - Trade and other receivables - current


(in thousands of USD)	31 December 2025	31 December 2024
Trade receivables	141,937	117,824
Trade receivables - TI Pool	40,623	56,568
Accrued income	39,874	9,237
Accrued interest	361	236
Deferred charges	56,171	45,072
Deferred fulfillment costs	11,424	1,126
Other receivables	30,247	3,691
Lease receivables	—	1,263
Derivatives	206	866

Total trade and other receivables	320,843	235,883

The increase in trade receivables is primarily due

to the acquisition of Golden Ocean and the

delivery of newbuild vessels and thus an increase

of the total fleet on the water as at December 31,

2025.

The decrease in trade receivables - TI Pool

relates to income to be received by the Group

from the Tankers International Pool. These

amounts decreased in 2025 mainly due to a

decrease in number of vessels in the pool.

The increase in accrued income is primarily

attributable to a higher number of vessels, in line

with the acquisition of Golden Ocean, operating

primarily on the spot market compared to

December 31, 2024.

The increase in deferred charges relates mainly

to deferred arrangement fees on predelivery

financing of newbuild vessels.

Fulfillment costs represent primarily bunker costs

incurred between the date on which the contract

of a spot voyage charter was concluded and the

next load port. The increase is mainly due to the

acquisition of Golden Ocean and thus more

vessels operating on the spot market as per

December 31, 2025.

The increase in other receivables is due to the

acquisition of Golden Ocean and mainly relates to

bunker receivables on time charter-out contracts.

For currency and credit risk, we refer to Note 19.

CMB.TECH - Financial Report 2025

Note 14 - Cash and cash equivalents


(in thousands of USD)	31 December 2025	31 December 2024
Cash at bank and in hand	146,529	38,869

TOTAL	146,529	38,869

No bank deposits were held at December 31, 2025 and at December 31, 2024

CMB.TECH - Financial Report 2025

Note 15 - Equity

Number of shares issued



(in shares)	31 December 2025	31 December 2024	31 December 2023
On issue at January 1	315,977,647	220,024,713	220,024,713

On issue at December 31 - fully paid	315,977,647	220,024,713	220,024,713

As at December 31, 2025, the share capital is represented by 315,977,647

shares. The shares have no nominal value.

As at December 31, 2025, the authorised share capital not issued amounts to

USD 134,855,102 (2024 and 2023: USD 83,898,616 ) or the equivalent of

124,071,775 shares (2024 and 2023: 77,189,888 shares).

The holders of ordinary shares are entitled to receive dividends when declared

and are entitled to one vote per share at the shareholders' meetings of the

Group.

Translation reserve

The translation reserve comprises all foreign exchange differences arising

from the translation of the financial statements of foreign operations.

CMB.TECH - Financial Report 2025

Hedging reserve

The hedging instruments were as follows:


	2025
(in thousands of USD)	Notional Value	Fair Value - Assets	Fair Value - Liabilities	Change in FV recognised in OCI
Interest rate swaps
USD 161.1 million facility	92,695	110	20	(2,055)

Total	92,695	110	20	(2,055)


	2024
(in thousands of USD)	Notional Value	Fair Value - Assets	Fair Value - Liabilities	Change in FV recognised in OCI
Interest rate swaps
USD 161.1 million facility	111,545	2,145	—	1,005

Total	111,545	2,145	—	1,005

The Group, in connection to the USD 150.0 million

facility raised on June 21, 2022 and amended in

2024 to USD 161.1 million, entered into several

Interest Rate Swaps (IRSs) for a combined

notional value of USD 109.4 million. These IRSs

are used to hedge the risk related to the

fluctuation of the SOFR rate and qualify as

hedging instruments in a cash flow hedge

relationship under IFRS 9. These instruments

have been measured at their fair value; effective

changes in fair value have been recognized in

OCI and the ineffective portion has been

recognized in profit or loss. These IRSs are

matching the repayment profile of the facility and

mature on March 31, 2030. The notional value of

these instruments at December 31, 2025

amounted to USD 92.7 million. The fair value of

these instruments at December 31, 2025

amounted to USD 0.1 million (see Note 13 and 18)

and USD (2.0) million has been recognised in OCI

in 2025.

Treasury shares

As of December 31, 2025, CMB.TECH NV owned

25,807,878 of its own shares.

Distributions

During 2025, the Company declared two interim

dividends of USD 0.05 per share each (one on

August 27, 2025 and one on December 16, 2025,

with the second paid in January 2026). On

February 24, 2026, the Company declared an

interim dividend of USD 0.16 per share, which is

expected to be paid on or about April 27, 2026.

The total amount of dividends declared in 2025

was USD 29.0 million (USD 1,110.9 million in 2024

and USD 646.3 million in 2023) and USD 20.2

million was paid in 2025 (USD 1,126.7 million in

2024 and USD 630.5 million in 2023).

Long term incentive plans

The Group did not issue any new long term

incentive plans in 2025 and 2024 and all

previously existing LTIP plans terminated at the

end of 2023 following the change in control.

Please see Note 23 for more information on the

old plans.

CMB.TECH - Financial Report 2025

Note 16 - Earnings per share

Basic earnings per share

The calculation of basic earnings per share was based on a result attributable

to ordinary shares and a weighted average number of ordinary shares out-

standing during the period ended December 31 of each year, calculated as

follows:

Result attributable to ordinary shares



	2025	2024	2023
Result for the period (in USD)	160,696,062	870,829,138	858,026,940
Weighted average number of ordinary shares	229,443,392	196,041,579	201,901,743
Basic earnings per share (in USD)	0.70	4.44	4.25

CMB.TECH - Financial Report 2025

Weighted average number of ordinary shares



(in shares)	Shares issued	Treasury shares	Shares outstanding	Weighted number of shares
On issue at January 1, 2023	220,024,713	18,241,181	201,783,532	201,783,532
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	—	—	—
Withdrawal of treasury shares	—	—	—	—
Transfer of treasury shares	—	(450,465)	450,465	118,211

On issue at 31 December 2023	220,024,713	17,790,716	202,233,997	201,901,743

On issue at January 1, 2024	220,024,713	17,790,716	202,233,997	202,233,997
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	—	—	—
Withdrawal of treasury shares	—	—	—	—
Transfer of treasury shares	—	8,017,162	(8,017,162)	(6,192,418)

On issue at 31 December 2024	220,024,713	25,807,878	194,216,835	196,041,579

On issue at January 1, 2025	220,024,713	25,807,878	194,216,835	194,216,835
Issuance of shares	95,952,934	—	95,952,934	35,226,557
Purchases of treasury shares	—	—	—	—
Withdrawal of treasury shares	—	—	—	—
Transfer of treasury shares	—	—	—	—

On issue at 31 December 2025	315,977,647	25,807,878	290,169,769	229,443,392

On August 20, 2025, the merger between Golden Ocean and CMB.TECH Bermuda Ltd. was closed (see Note 24). Based on the Exchange Ratio and the 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.

CMB.TECH - Financial Report 2025

Diluted earnings per share

For the twelve months ended December 31, 2025, the diluted earnings per

share (in USD) amount to 0.70 (2024: 4.44 and 2023: 4.25). All LTIPs were

terminated during the 2nd half of 2023 due to the change of control (see Note

23). As of December 31, 2023, the Company no longer has instruments that

can give rise to dilution.

Weighted average number of ordinary shares

(diluted)

The table below shows the potential weighted number of shares that could be

created if all stock options and restricted stock units were to be converted into

ordinary shares.


(in shares)	2025	2024	2023
Weighted average of ordinary shares outstanding (basic)	229,443,392	196,041,579	201,901,743
Effect of share- based payment arrangements	—	—	—
Weighted average number of ordinary shares (diluted)	229,443,392	196,041,579	201,901,743

There are no more remaining outstanding instruments at December 31, 2025,

December 31, 2024 and December 31, 2023 which can give rise to dilution.

CMB.TECH - Financial Report 2025

Note 17 - Interest-bearing loans and borrowings


(in thousands of USD)	Note	Bank loans	Other notes	Lease liabilities	Other borrowings	Total
More than 5 years	-	30,203	—	206	52,337	82,746
Between 1 and 5 years	-	332,032	198,219	3,157	18,911	552,319
More than 1 year		362,235	198,219	3,363	71,248	635,065
Less than 1 year	-	166,124	3,733	33,493	92,298	295,648

At January 1, 2024		528,359	201,952	36,856	163,546	930,713

Loans	-	1,971,542	—	332	750,983	2,722,857
Repayments	-	(1,177,328)	—	(33,604)	(377,540)	(1,588,472)
Acquisitions through business combinations	-	332,529	—	1,500	234,491	568,520
Transaction expenses	-	(6,686)	668	—	(3,972)	(9,990)
Other changes	-	5,257	—	(171)	(85)	5,001
Disposals through sale of subsidiary		—	—	(1,137)	—	(1,137)
Translation differences	-	(867)	—	(32)	(4,338)	(5,237)

Balance at 31 December 2024		1,652,806	202,620	3,744	763,085	2,622,255

More than 5 years	-	360,928	—	184	528,109	889,221
Between 1 and 5 years	-	1,089,941	198,887	1,267	139,252	1,429,347
More than 1 year		1,450,869	198,887	1,451	667,361	2,318,568
Less than 1 year	-	201,937	3,733	2,293	95,724	303,687

Balance at 31 December 2024		1,652,806	202,620	3,744	763,085	2,622,255

CMB.TECH - Financial Report 2025


	Note	Bank loans	Other notes	Lease liabilities	Other borrowings	Total
More than 5 years	-	360,928	—	184	528,109	889,221
Between 1 and 5 years	-	1,089,941	198,887	1,267	139,252	1,429,347
More than 1 year		1,450,869	198,887	1,451	667,361	2,318,568
Less than 1 year	-	201,937	3,733	2,293	95,724	303,687

At January 1, 2025		1,652,806	202,620	3,744	763,085	2,622,255

Loans	-	4,782,903	—	2,539	1,686,124	6,471,566
Repayments	-	(4,237,099)	—	(121,881)	(600,727)	(4,959,707)
Acquisitions through business combinations	25	995,820	—	120,541	303,063	1,419,424
Transaction expenses	-	(23,877)	667	—	(8,829)	(32,039)
Other changes	-	(4,594)	—	—	1,064	(3,530)
Translation differences	-	24,801	—	106	6,913	31,820

Balance at 31 December 2025		3,190,760	203,287	5,049	2,150,693	5,549,789

More than 5 years	-	556,818	—	48	1,372,532	1,929,398
Between 1 and 5 years	-	2,282,772	—	3,320	504,263	2,790,355
More than 1 year		2,839,590	—	3,368	1,876,795	4,719,753
Less than 1 year	-	351,170	203,287	1,681	273,898	830,036

Balance at 31 December 2025		3,190,760	203,287	5,049	2,150,693	5,549,789

The amounts shown under "Loans" and "Early Repayments" related to bank loans include drawdowns and repayments under revolving credit facilities during the

year.

CMB.TECH - Financial Report 2025

Bank loans

Due to the acquisition and consolidation of

Golden Ocean Group as per March 12, 2025,

USD 995.8 million of bank loans were entered

into the Group.

On March 4, 2025, the Group entered into a

USD 1.4 billion bridge facilities agreement with a

syndicate of banks in view of the acquisition of

shares in Golden Ocean. The bridge facilities

agreement has an initial term of 9 months with

the possibility to extend its term twice with an

additional 6 months. The facilities carry a rate of

daily compounded SOFR plus a margin of 3.00 -

5.50% per annum. The facility has mostly been

repaid using the new USD 2.0 billion facility, see

below. As of December 31, 2025, the

outstanding balance under this facility was

USD 122.5 million.

On April 7, 2025, the Group entered into a credit

facility of USD 392.7 million for the financing of

five VLCC newbuildings that also features a

predelivery finance component. The facility has

a term of 2 years before delivery and 12 years as

from delivery of the respective vessels and

carries a rate of CME Term SOFR plus a margin

of 1.75%. As of December 31, 2025, the

outstanding balance under this facility was

USD 0.2 billion.

On May 8, 2025, the Group entered into term

and revolving facilities of USD 2.0 billion,

comprising of a term loan facility of up to

USD 1,250.0 million for the refinancing of the

existing facilities in respect of the vessels of

former Golden Ocean Group, and a revolving

credit facility of up to USD 750.0 million for

general corporate and working capital purposes.

We concluded the facilities with a syndicate of

banks. The facility has a term of 5 years and

carries a rate of CME Term SOFR plus a margin

of 2.10 - 2.75%. As of December 31, 2025, the

outstanding balance under this facility was

USD 1,194.7 million.

On June 27, 2025, the Group entered into a

revolving credit facility of USD 90.0 million. On

September 19, 2025, the facility was amended

and restated to reflect an increased commitment

at that time of USD 15.1 million. The facility has a

term of 2 years and carries a rate of daily

compounded SOFR plus a margin of 1.80%. As

of December 31, 2025, the outstanding balance

under this facility was USD 74.1 million.

On September 23, 2025, the Group entered into

a credit facility of USD 57.5 million for the

financing of one Newcastlemax newbuilding that

also features a predelivery finance component.

The facility has a term of up to 2 years before

delivery and 8 years as from delivery of the

vessel and carries a rate of daily compounded

SOFR plus a margin of 1.80%. As of

December 31, 2025, the outstanding balance

under this facility was USD 20.1 million.

On December 5, 2025, the Group entered into a

credit facility of USD 68.0 million for the

financing of two Bitumen tanker newbuilding

that also features a predelivery finance

component. The facility has a term of up to 2

years before delivery and 12 years as from

delivery of the vessel and carries a rate of daily

compounded SOFR plus a margin of 1.80%. As

of December 31, 2025, there is no outstanding

balance under this facility.

On December 9, 2025, the Group entered into

an amendment and restatement agreement

relating to the Global Refinancing

USD 1290.0 million to increase the amount of the

Revolving Facility to up to USD 950.0 million.

This facility bears interest at SOFR plus a margin

of 2.30% - 2.90% per annum. The margin is

reset every quarter depending on the Net Debt

to Total Capitalization. The amendment is

accounted for as a non-substantive

modification. As of December 31, 2025, the

outstanding balance under this facility was

USD 735.0 million.

On December 19, 2025, the Group entered into

an €150 million (USD 176.3 million) unsecured

revolving credit facility. We concluded this

facility with a range of commercial banks and

the support of Gigarant. The facility contains a

clause governing the negotiation of

Sustainability Terms Supplement within 12

months after signing the facility. The facility has

a term of 3 years and carries a rate of daily

compounded SOFR plus a margin of 1.80%. As

of December 31, 2025, the outstanding balance

under this facility was USD 0.0 million.

Undrawn borrowing facilities

At December 31, 2025, CMB.TECH and its fully-

owned subsidiaries have undrawn credit line

facilities amounting to USD 392.3 million (2024:

USD 308.6 million), of which USD 103.0 million

will mature within 12 months.

CMB.TECH - Financial Report 2025

Terms and debt repayment schedule

The terms and conditions of outstanding loans were as follows:


(in thousands of USD)				31 December 2025			31 December 2024
	Curr.	Nominal interest rate	Year of mat.	Facility size	Drawn	Carrying value	Facility size	Drawn	Carrying value
Unsecured Revolving loan 80M	EUR	SOFR + CAS + 1.45%	2025	—	—	—	83,112	27,500	27,505
Unsecured Revolving loan 150M	EUR	SOFR + CAS + 1.80%	2028	176,250	—	(1,651)	—	—	—
Secured FSO loan 161.1M	USD	SOFR + 2.15%	2030	123,593	123,593	122,736	148,727	148,727	147,464
Secured vessels loan Refi - Revolving loan 950M*	USD	SOFR + 2.30% - 2.90%	2028	950,000	735,000	730,703	995,207	750,000	743,637
Secured vessels loan 129.75M	USD	SOFR + 1.28% - 1.73%	2038	25,950	25,950	25,481	25,950	25,950	26,102
Secured vessels Revolving loan 182.5M*	USD	SOFR + 2.20% - 2.80%	2029	46,049	45,049	44,109	169,500	167,250	165,691
Secured vessels loan 392.7M	USD	SOFR + 1.75%	2040	168,861	168,861	167,244	—	—	—
Secured 1.4B Bridge Facility	USD	SOFR + 3.04%	2026	122,522	122,522	122,598	—	—	—
Credit Line Windcat EUR 1.25M	EUR	SOFR + 1.83%	—	1,469	1,469	1,470	1,299	1,299	1,299
Credit Line Windcat EUR 1.25M	EUR	SOFR + 2.40%	—	1,469	1,469	1,470	1,299	1,299	1,299
Secured loan EUR 151.2M	EUR	Euribor + 1.00%	2038	121,750	121,750	119,813	86,925	86,925	87,510
Secured loan 152M	USD	SOFR + 2.06%	2036	67,425	67,425	65,354	72,504	72,504	70,309
Secured loan 280M	USD	SOFR + 2.06%	2036	175,855	175,855	170,166	189,216	189,216	183,163
Secured loan 224M	USD	SOFR + 2.06%	2038	162,773	162,773	157,768	115,733	115,733	112,330
Secured loan Windcat EUR 77.9M	EUR	Euribor + 3.25%	2027	46,998	46,998	46,838	49,426	43,921	43,623
Secured loan EUR 154.7M	EUR	Euribor + 1.00% Euribor + 0.90%	2037 2039	91,364	91,364	89,122	34,276	34,276	34,634
Secured loan EUR 8.8M	EUR	Euribor + 1.10%	2033	8,272	8,272	8,297	8,228	8,228	8,240
Secured loan 41.8M	USD	SOFR + 2.00%	2033	41,109	41,109	40,420	—	—	—
Secured loan 1,400 TEU 26.3M	USD	SOFR + 3.75% Euribor + 3.55%	2032	2,025	2,025	2,043	—	—	—
Secured loan 57.5M	USD	SOFR + 1.80%	2035	20,084	20,084	20,109	—	—	—
Secured vessels loan 2B Facility	USD	SOFR + 2.10% - 2.75%	2030	1,194,659	1,194,659	1,182,981	—	—	—
Secured vessels Revolving loan 105.1M	USD	SOFR + 1.80%	2027	74,100	74,100	73,690	—	—	—
Total interest-bearing bank loans				3,622,579	3,230,329	3,190,760	1,981,402	1,672,828	1,652,806

* The total amount available under the revolving loan Facilities depends on the total value of the fleet of tankers securing the facility.

The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that

loan. For further information, we refer to Note 19.

CMB.TECH - Financial Report 2025

Other notes



(in thousands of USD)				31 December 2025			31 December 2024
	Curr	Nominal interest rate	Year of mat.	Facility size	Drawn	Carrying value	Facility size	Drawn	Carrying value
Unsecured notes	USD	6.25%	2026	200,000	200,000	203,287	200,000	200,000	202,620
Total other notes				200,000	200,000	203,287	200,000	200,000	202,620

On September 2, 2021, the Group announced a

successful placement of a new USD 200 million

senior unsecured bonds. The bonds mature in

September 2026 and carry a coupon of 6.25%.

An application has been made for the bonds to be

listed on Oslo Stock Exchange. The related

transaction costs of USD 3.3 million are amortised

over the lifetime of the instrument using the

effective interest rate method. The net proceeds

from the bond issue have been used for general

corporate purposes and/or refinancing of the old

USD 200 million bond (ISIN: NO0010793888). As

part of this transaction the Company bought back

USD 132 million of the USD 200 million senior

bonds issued in 2017 in the course of 2021. DNB

Markets, Nordea, SEB and Arctic Securities AS

acted as joint bookrunners in connection with the

placement of the bond issue. In line with the

successful placement of the new USD 200 million

senior unsecured bond, the old bond has been

fully repaid during the second quarter of 2022.

On March 18, 2022, the Financial Supervisory

Authority of Norway approved the listing on the

Oslo Stock Exchange of Euronav Luxembourg

S.A.’s USD 200 million senior unsecured bonds

due September 2026.

CMB.TECH - Financial Report 2025

Other borrowings

On June 6, 2017, the Group signed an agreement

with BNP Paribas Fortis SA/NV to act as dealer for

a Treasury Notes Program with a maximum

outstanding amount of 50 million Euro. On

October 1, 2018, KBC has been appointed as an

additional dealer in the agreement and the

maximum amount has been increased from 50

million Euro to 150 million Euro. As of

December 31, 2025, the outstanding amount was

USD 43.1 million or 36.7 million Euro

(December 31, 2024: USD 63.0 million or

60.6 million Euro). The Treasury Notes are issued

on an as needed basis with different durations not

exceeding 1 year, and initial pricing is set to 60

bps over Euribor. The company enters into FX

forward contracts to manage the currency risks

related to these instruments issued in Euro

compared to the USD Group functional currency.

The FX contracts have the same nominal amount

and duration as the issued Treasury Notes and

they are measured at fair value with changes in

fair value recognised in the consolidated

statement of profit or loss. On December 31,

2025, the fair value of these forward contracts

amounted to USD 0.5 million (December 31,

2024: USD (1.4) million).

On December 4, 2023, the Company entered into

a sale and leaseback agreement for the

Suezmaxes Cypres (2022 – 157,310 dwt) and

Cedar (2022 – 157,310 dwt), the last one

delivered at January 10, 2024. The vessels were

sold and were leased back under a 14-year

bareboat contract and carry an interest of SOFR

plus 435 basis points, which can be reduced by

the sustainability saving. The sustainability saving

is a CII score of A or B which will lead to a margin

reduction of 10 basis points. As of December 31,

2025, the outstanding amount was

USD 133.9 million in total. At the end of the

bareboat contract, the Company has a purchase

obligation. The Company may, at any time on and

after the fourth anniversary, notify the owners the

charterers' intention to terminate this charter on

the purchase option date and purchase the vessel

from the owners for the applicable purchase

option price.

CMB.TECH Group entered into a number of sale

and leaseback arrangements in relation to its

newbuilding program during 2024 and 2025

which also feature a pre-delivery finance

component. The sale and leaseback financing

agreements have a term of between 10 and 15

years from the delivery of the respective vessels

and carry an interest rate of SOFR plus 1.95% to

4.21%. At the end of the bareboat contract, the

Company has a purchase option or a purchase

obligation. As at December 31, 2025, the total

outstanding balance under these facilities was

USD 948.5 million.

Due to the acquisition and consolidation of

Golden Ocean Group as per March 12, 2025,

USD 303.1 million of sale and leaseback

arrangements were entered into the Group. All of

these arrangements were refinanced during 2025

with the USD 2 billion facility mentioned above,

which was partially refinanced again in December

2025 through four sale‑and‑leaseback

arrangements for 20 vessels in the former Golden

Ocean fleet. The outstanding balance for the sale

and leaseback arrangement under the acquired

fleet as of December 31, 2025 was

USD 1,025.2 million. The related financing

agreements have a term of between 9 and 10

years from the delivery of the respective vessels

and carry an interest rate of SOFR plus 1.70% to

1.95%. The agreements include purchase options

throughout the term, with a purchase option or a

purchase obligation at maturity

In relation to the sale and leaseback

arrangements, the total outstanding balance as at

December 31, 2025, was USD 2,107.6 million.

In accordance with IFRS, these transactions were

not accounted for as a sale. However, the Group

will continue to recognise the transferred assets,

and has recognised a financial liability equal to

the net transfer proceeds.

The future capital payments for these leaseback agreements are as follows:


(in thousands of USD)	31 December 2025	31 December 2024
Less than one year	229,951	31,701
Between one and five years	508,140	141,251
More than five years	1,381,645	531,385

Total future capital payables	2,119,736	704,337

CMB.TECH - Financial Report 2025

Transaction and other

financial costs

The heading 'Transaction expenses' in the first table

of this note reflects the recognition of directly

attributable transaction costs as a deduction from

the fair value of the corresponding liability, and the

subsequent amortisation of such costs. In 2025, the

Group recognised USD 63.8 million of directly

attributable transaction costs as a deduction from

the fair value of the refinancing facilities and

USD 10.6 million as a deduction from the sale and

leaseback arrangements and recognised

USD 42.4 million of amortisation of financing costs.

Interest expense on financial liabilities measured

at amortised cost increased during the year

ended December 31, 2025, compared to 2024

(2025: USD (-375.3) million, 2024: USD (-145.6)

million). The increase is primarily attributable to

higher interest expenses on financial liabilities,

driven by a higher average outstanding debt

position during the period. This reflects financing

costs incurred in connection with the completion

of the Golden Ocean transaction, refinancings

concluded during the year, and the expansion

and increased total value of the fleet. Other

financial charges increased in 2025 compared to

2024 (2025: USD (-14.3) million, 2024: USD

(-9.2) million) (see Note 6).

Interest on lease liabilities (2025: USD (-3.5) million,

2024: USD (-0.3 ) million) were recognised.

CMB.TECH - Financial Report 2025

Reconciliation of movements of liabilities to cash flows arising from financing activities


		Liabilities				Equity
	Note	Loans and borrowings	Other Notes	Other borrowings	Lease Liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at 1 January 2023		1,333,183	197,556	136,861	28,679	1,917,484	33,029	(163,024)	385,976	3,869,744

Changes from financing cash flows
Proceeds from loans and borrowings	—	2,124,850	—	—	—	—	—	—	—	2,124,850
Proceeds from issue of other borrowings	—	—	—	569,277	—	—	—	—	—	569,277
Proceeds from transfer of treasury shares	—	—	—	—	—	—	—	5,429	—	5,429
Repayment of sale and leaseback agreement	—	—	—	(96,006)	—	—	—	—	—	(96,006)
Transaction costs related to loans and borrowings	—	(13,761)	—	(769)	—	—	—	—	—	(14,530)
Repayment of borrowings	—	(2,933,724)	—	—	—	—	—	—	—	(2,933,724)
Repayment of commercial paper	—	—	—	(458,272)	—	—	—	—	—	(458,272)
Repayment of lease liabilities	—	—	—	—	(21,942)	—	—	—	—	(21,942)
Dividend paid	—	—	—	—	—	(211,807)	—	—	(418,733)	(630,540)

Total changes from financing cash flows		(822,635)	—	14,230	(21,942)	(211,807)	—	5,429	(418,733)	(1,455,458)

Other changes
Liability-related
Amortization of transaction costs	—	15,835	692	4	—	—	—	—	—	16,531
Amortization of above par issuance	—	—	(57)	—	—	—	—	—	—	(57)
Amortization of below par issuance	—	—	28	—	—	—	—	—	—	28
New leases	—	—	—	—	2,312	—	—	—	—	2,312
Remeasurement	—	—	—	—	27,158	—	—	—	—	27,158
Interest expense	6	—	—	9,423	631	—	—	—	—	10,054
Translation differences	—	—	—	2,609	18	—	—	—	—	2,627
Other	—	1,976	3,733	419	—	—	—	—	—	6,128

Total liability-related other changes		17,811	4,396	12,455	30,119	—	—	—	—	64,781

Total equity-related other changes	15	—	—	—	—	—	(31,654)	—	840,673	809,019
					0
Balance at 31 December 2023		528,359	201,952	163,546	36,856	1,705,677	1,375	(157,595)	807,916	3,288,086

CMB.TECH - Financial Report 2025


		Liabilities				Equity
	Note	Loans and borrowings	Other Notes	Other borrowings	Lease Liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at 1 January 2024		528,359	201,952	163,546	36,856	1,705,677	1,375	(157,595)	807,916	3,288,086

Changes from financing cash flows
Proceeds from loans and borrowings	17	1,971,542	—	—	—	—	—	—	—	1,971,542
Proceeds from issue of other borrowings	17	—	—	750,983	—	—	—	—	—	750,983
Proceeds from transfer of treasury shares	15	—	—	—	—	—	—	(126,913)	—	(126,913)
Repayment of sale and leaseback agreement	17	—	—	(54,299)	—	—	—	—	—	(54,299)
Transaction costs related to loans and borrowings	17	(14,946)	—	(4,278)	—	—	—	—	—	(19,224)
Repayment of borrowings	17	(1,177,328)	—	—	—	—	—	—	—	(1,177,328)
Repayment of commercial paper	17	—	—	(357,171)	—	—	—	—	—	(357,171)
Repayment of lease liabilities	17	—	—	—	(33,879)	—	—	—	—	(33,879)
Dividend paid	—	—	—	—	—	(1,006,043)	—	—	(120,640)	(1,126,683)
Total changes from financing cash flows		779,268	—	335,235	(33,879)	(1,006,043)	—	(126,913)	(120,640)	(172,972)

Other changes
Liability-related
Amortisation of transaction costs	17	8,260	697	306	—	—	—	—	—	9,263
Amortisation of above par issuance	17	—	(57)	—	—	—	—	—	—	(57)
Amortisation of below par issuance	17	—	28	—	—	—	—	—	—	28
New leases	17	—	—	—	332	—	—	—	—	332
Acquisitions through business combination		332,529	—	234,491	1,500	—	—	—	—	568,520
Remeasurement	17	—	—	—	(1,137)	—	—	—	—	(1,137)
Interest expense	6	—	—	33,930	275	—	—	—	—	34,205
Translation differences	17	(867)	—	(4,338)	(32)	—	—	—	—	(5,237)
Other	—	5,257	—	(85)	(171)	—	—	—	—	5,001
Total liability-related other changes		345,179	668	264,304	767	—	—	—	—	610,918

Total equity-related other changes	15	—	—	—	—	—	(1,275)	—	89,822	88,547

Balance at 31 December 2024		1,652,806	202,620	763,085	3,744	699,634	100	(284,508)	777,098	3,814,579

CMB.TECH - Financial Report 2025


		Liabilities				Equity
	Note	Loans and borrowings	Other Notes	Other borrowings	Lease Liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at 1 January 2025		1,652,806	202,620	763,085	3,744	699,634	100	(284,508)	777,098	3,814,579
Changes from financing cash flows
Proceeds from loans and borrowings	17	4,782,903	—	—	—	—	—	—	—	4,782,903
Proceeds from issue of other borrowings	17	—	—	1,686,124	—	—	—	—	—	1,686,124
Repayment of sale and leaseback liability	17	—	—	(379,423)	—	—	—	—	—	(379,423)
Transaction costs related to loans and borrowings	17	(63,773)	—	(10,621)	—	—	—	—	—	(74,394)
Repayment of borrowings	17	(4,237,099)	—	—	—	—	—	—	—	(4,237,099)
Repayment of commercial paper	17	—	—	(221,304)	—	—	—	—	—	(221,304)
Repayment of lease liabilities	17	—	—	—	(121,881)	—	—	—	—	(121,881)
Dividend paid	—	—	—	—	—	—	—	—	(20,157)	(20,157)
Total changes from financing cash flows		482,031	—	1,074,776	(121,881)	—	—	—	(20,157)	1,414,769
Other changes
Liability-related
Amortisation of transaction costs	17	39,896	696	1,792	—	—	—	—	—	42,384
Amortisation of above par issuance	17	—	(57)	—	—	—	—	—	—	(57)
Amortisation of below par issuance	17	—	28	—	—	—	—	—	—	28
New leases	17	—	—	—	2,539	—	—	—	—	2,539
Acquisitions through business combination	17	995,820	—	303,063	—	—	—	—	—	1,419,424
Translation differences	17	24,801	—	6,913	106	—	—	—	—	31,820
Other	—	(4,594)	—	1,064	—	—	—	—	—	(3,530)
Total liability-related other changes		1,055,923	667	312,832	123,186	—	—	—	—	1,492,608

Equity-related
Merger		—	—	—	—	1,461,363	—	—	(244,352)	1,217,011
Acquisitions through business combination	17	—	—	—	—	—	—	—	72,726	72,726
Other		—	—	—	—	—	9,492	—	151,924	161,416
Total equity-related other changes	15	—	—	—	—	1,461,363	9,492	—	(19,702)	1,451,153

Balance at 31 December 2025		3,190,760	203,287	2,150,693	5,049	2,160,997	9,592	(284,508)	737,239	8,173,109

CMB.TECH - Financial Report 2025

Note 18 - Trade and other payables


(in thousands of USD)	31 December 2025	31 December 2024
Derivatives	20	—
Total non-current other payables	20	—

Trade payables	79,942	22,296
Accrued expenses	36,330	24,826
Accrued payroll	6,816	2,662
Dividends payable	14,616	538
Deferred income	78,734	27,367
Other payables	6,054	1,902
Total current trade and other payables	222,492	79,591

The increase in trade payables is primarily attributable to the acquisition of

Golden Ocean and the delivery of additional newbuild vessels during 2025

which caused an increase in bunker payables.

The increase in accrued expenses as of December 31, 2025, compared to

December 31, 2024, is primarily attributable to an increase in expenses

related to vessels in drydock at year-end.

The increase in dividends payable at December 31, 2025 relates to the

dividend pay out for coupon 44 which was paid in January, 2026.

Deferred income relates to short term balances. The increase in deferred

income is mainly attributable to the acquisition of the Golden Ocean fleet

and primarily relates to deferred revenue from vessels operating under time

charter contracts and voyage charters contracts. The full amount of

deferred revenue as per prior year-end and at the moment of the

acquisition of Golden Ocean (USD 39.5 million) has been recognized during

the current financial year.

CMB.TECH - Financial Report 2025

Note 19 - Financial instruments - Fair values and risk management

Accounting classifications and fair values

The following table shows the carrying amounts

and fair values of financial assets and financial

liabilities, including their levels in the fair value

hierarchy. It does not include fair value

information for financial assets and financial

liabilities not measured at fair value if the carrying

amount is a reasonable approximation of fair

value, such as trade and other receivables and

payables.


		Carrying amount				Fair value
(in thousands of USD)	Note	Financial assets at fair value	Financial assets at amortised cost	Other financial liabilities	Total	Level 1	Level 2	Level 3	Total
31 December 2024
Financial assets measured at fair value
Interest rate swaps	11-13	2,145	—	—	2,145	—	2,145	—	2,145
Investments	26	45,000		—	45,000	—	—	45,000	45,000
		47,145	—	—	47,145

Financial assets not measured at fair value
Non-current receivables	11	—	73,797	—	73,797	—	—	73,797	73,797
Lease receivables	13	—	1,263	—	1,263	—	2,268	—	2,268
Trade and other receivables *	13	—	184,409	—	184,409	—	—	—	—
Cash and cash equivalents	14	—	38,869	—	38,869	—	—	—	—
		—	298,338	—	298,338

Financial liabilities measured at fair value
Forward exchange contracts	17	1,373	—	—	1,373	—	1,373	—	1,373

		1,373	—	—	1,373

Financial liabilities not measured at fair value
Secured bank loans	17	—	—	1,622,703	1,622,703	—	1,648,136	—	1,648,136
Unsecured bank loans	17		—	30,103	30,103	—	30,103	—	30,103
Unsecured other notes	17	—	—	202,620	202,620	202,225	—	—	202,225
Other borrowings	17	—	—	763,085	763,085	—	771,798	—	771,798
Lease liabilities	17	—	—	3,744	3,744	—	3,383	—	3,383
Trade and other payables *	19	—	—	50,700	50,700	—	—	—	—
			—	2,672,955	2,672,955

CMB.TECH - Financial Report 2025



		Carrying amount					Fair value
(in thousands of USD)	Note	Financial assets at fair value	Financial assets at amortised cost		Other financial liabilities	Total	Level 1	Level 2	Level 3	Total
31 December 2025
Financial assets measured at fair value
Forward exchange contracts	13	482	—		—	482	—	482	—	482
Interest rate swaps	13	110	—		—	110	—	110	—	110
Bunker derivatives	13	96	—		—	96	—	96	—	96
Investments	26	89,800		0	—	89,800	—	—	89,800	89,800
		90,488	—		—	90,488

Financial assets not measured at fair value
Non-current receivables	11	—	97,116		—	97,116	—	—	97,116	97,116
Trade and other receivables *	13	—	250,312		—	250,312	—	—	—	—
Cash and cash equivalents	14	—	146,529		—	146,529	—	—	—	—

		—	493,957		—	493,957

Financial liabilities measured at fair value
Interest rate swaps	18	20	—		—	20	—	20	—	20
		20	—		—	20

Financial liabilities not measured at fair value
Secured bank loans	17	—	—		3,187,820	3,187,820	—	3,277,577	—	3,277,577
Unsecured bank loans	17	—	—		2,940	2,940	—	2,940	—	2,940
Unsecured other notes	17	—	—		203,287	203,287	204,195	—	—	204,195
Other borrowings	17	—	—		2,150,673	2,150,673	—	2,175,537	—	2,175,537
Lease liabilities	17	—	—		5,049	5,049	—	5,121	—	5,121
Trade and other payables *	18	—	—		143,653	143,653	—	—	—	—
		—	—		5,693,422	5,693,422

* Deferred charges, deferred fulfilment costs and VAT receivables (included in other receivables) (see Note 13), deferred income and VAT payables (included in other payables) (see

Note 18), which are not financial assets (liabilities) are not included.

CMB.TECH - Financial Report 2025

Measurement of fair values

Valuation techniques and significant unobservable inputs

Level 1 fair value was determined based on the actual trading of the unsecured notes, due in 2026, and the

trading price on December 31, 2025. The following tables show the valuation techniques used in measuring

Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.


Financial instruments measured at fair value
Type	Valuation Techniques	Significant unobservable inputs
Forward exchange contracts	Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies.	Not applicable
Interest rate swaps	Swap models: the fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates.	Not applicable
Commodity derivatives	Fair value is determined based on the present value of the quoted forward price	Not applicable
Equity investments	The valuation is based on either the multiple approach or the net asset value, depending on the investee's industry characteristics and the nature of its operations.	EBITDA multiple; Discount for lack of marketability; Control premium or minority discount; Underlying fair value inputs used in the NAV calculation.


Financial instruments not measured at fair value
Type	Valuation Techniques	Significant unobservable inputs
Non-current receivables (consisting primarily of shareholders' loans and cash security deposits)	Discounted cash flow	Discount rate and forecasted cash flows
Lease receivables	Discounted cash flow	Discount rate
Other financial liabilities (consisting of secured and unsecured bank loans and lease liabilities)	Discounted cash flow	Discount rate
Other financial notes (consisting of unsecured notes)	List price	Not applicable

CMB.TECH - Financial Report 2025

Transfers between Level 1, 2 and 3

There were no transfers between these levels in 2024 and 2025.

Financial risk management

In the course of its normal business, the Group is

exposed to the following risks:

– Credit risk

– Liquidity risk

– Market risk (Shipping market risk, interest rate

risk, currency risk and commodity risk)

The Company’s Supervisory Board has overall

responsibility for the establishment and oversight

of the Group’s risk management framework. The

Supervisory Board has established the Audit and

Risk Committee, which is responsible for

developing and monitoring the Group’s risk

management policies. The Committee reports

regularly to the Supervisory Board on its activities.

The Group’s risk management policies are

established to identify and analyse the risks faced

by the Group, to set appropriate risk limits and

controls and to monitor risks and adherence to

limits. Risk management policies and systems are

reviewed regularly to reflect changes in market

conditions and changes in the Group’s activities.

The Group, through its training and management

standards and procedures, aims to maintain a

disciplined and constructive control environment

in which all employees understand their roles and

obligations.

The Group’s Audit and Risk Committee oversees

how management monitors compliance with the

Group’s risk management policies and

procedures, and reviews the adequacy of the risk

management framework in relation to the risks

faced by the Group. The Group’s Audit and Risk

Committee is assisted in its oversight role by

internal audit. Internal audit undertakes both

regular and ad hoc reviews of risk management

controls and procedures, the results of which are

reported to the Audit and Risk Committee.

Credit risk

Trade and other receivables

The Group has a formal credit policy. Credit

evaluations - when necessary - are performed on

an ongoing basis. At the balance sheet date there

were no significant concentrations of credit risk.

Based on past experience and considering any

forward-looking factors, there was only a small

impact on doubtful amounts at year-end. Based

on individual analyses, provisions for doubtful

debtors were in line with 2024. Credit risk is

limited to trade and other receivables. In

particular, the one client representing more than

10% of the Marine division's total revenue in 2025

(see Note 2) only represented 3.10% of these

trade and other receivables at December 31, 2025

(2024: two clients representing 0.40%). The

maximum exposure to credit risk is represented

by the carrying amount of each financial asset.

The ageing of current trade and other receivables

is as follows:



(in thousands of USD)	2025	2024
Not past due	144,908	114,472
Past due 0-30 days	16,429	15,247
Past due 31-365 days	40,125	45,841
More than one year	11,346	2,523
Total trade and other receivables	212,807	178,083

CMB.TECH - Financial Report 2025

Past due amounts are not credit impaired as

collection is considered to be likely and

management is confident the outstanding

amounts can be recovered. As at December 31,

2025 12.66% (2024: 23.98%) of the total current

trade and other receivables relate to TI Pool. TI

Pool is paid after completion of the voyages and

only deals with oil majors, national oil companies

and other actors of the oil industry whose credit

worthiness historically has been high. Amounts

not past due are also with customers with high

credit worthiness and are therefore not credit

impaired.

Non-current receivables

Non-current receivables as at December 31, 2025

mainly consist of shareholders loans to joint

ventures and a cash security. Non-current

receivables as at December 31, 2024 mainly

consist of lease receivables and other non-

current receivable (see Note 11).

Cash and cash equivalents

The Group held cash and cash equivalents of

USD 146.5 million at December 31, 2025 (2024:

USD 38.9 million). The cash and cash equivalents

are held with bank and financial institution

counterparties, which are rated A- to AA+, based

on rating agency S&P (see Note 14) and spread

over different banks.

Derivatives

Derivatives are entered into with banks and

financial institution counterparties, which are

rated A- to AA+, based on rating agency S&P.

Guarantees

Our secured indebtedness is secured by a

CMB.TECH NV guarantee when the indebtedness

is not taken at the level of the parent. This is

applicable for the following facilities, as per

December 31, 2024:

– USD 161.1 million Sustainability-linked Senior

Secured Credit Facility

– USD 41.8 million Senior Secured Credit Facility

– USD 151.2 million Senior Secured Credit

Facility

– USD 154.7 million Sustainability-linked Senior

Secured Credit Facility

– USD 77.9 million Senior Secured Credit

Facility

– USD 152.0 million Senior Secured Credit

Facility

– USD 280.0 million Senior Secured Credit

Facility

– USD 224.0 million Senior Secured Credit

Facility

– USD 26.3 million Senior Secured Credit

Facility

– USD 2 billion Senior Secured Credit Facility

– USD 105.1 million Senior Secured Credit

Facility

– USD 57.5 million Senior Secured Credit

Facility

– USD 68 million Senior Secured Credit Facility

– USD 153.8 million Leasing Facility – Cedar &

Cypres

– USD 41.4 million Leasing Facility – CMA CGM

Etosha

– USD 45.0 million Leasing Facility – CMA CGM

Zingaro

– USD 40.0 million Leasing Facility – Bochem

Santos

– USD 40.0 million Leasing Facility – Bochem

Callao

– USD 594.9 million Leasing Facility

– USD 118.8 million Leasing Facility

– USD 115.2 million Leasing Facility

– USD 156.4 million Leasing Facility

– USD 99.9 million Leasing Facility

– USD 96.4 million Leasing Facility

– USD 354.6 million Leasing Facility

– USD 196.0 million Leasing Facility

– USD 102.4 million Leasing Facility

– USD 451.2 million Leasing Facility

– USD 186.8 million Leasing Facility

– 1.6 million EUR Senior Secured Credit Facility –

TSM Windcat 54 (BRED)

– 1.6 million EUR Senior Secured Credit Facility –

TSM Windcat 54 (CIC)

– 3.5 million EUR Senior Secured Credit Facility

– TSM Windcat 56

– 2.8 million EUR Senior Secured Credit Facility

– TSM Windcat 59 (BPI)

– 2.8 million EUR Senior Secured Credit Facility

– TSM Windcat 59 (CIC)

CMB.TECH - Financial Report 2025

Liquidity risk

Liquidity risk is the risk that the Group will not be

able to meet its financial obligations as they fall

due. The Group’s approach to managing liquidity

is to ensure, as far as possible, that it will always

have sufficient liquidity to meet its liabilities

when due, under both normal and stressed con-

ditions, without incurring unacceptable losses or

risking damage to the Group’s reputation. The

sources of financing are diversified and the bulk

of the loans are irrevocable, long-term and

maturities are spread over different years.

The following are the remaining contractual maturities of financial liabilities:


		Contractual cash flows 31 December 2024
(in thousands of USD)	Note	Carrying Amount	Total	Less than 1 year	Between 1 and 5 years	More than 5 years
Non derivative financial liabilities
Bank loans and other notes	17	1,855,426	2,429,845	313,873	1,603,373	512,598
Other borrowings	17	763,085	1,111,977	143,799	292,668	675,510
Lease liabilities	17	3,744	4,138	2,397	1,517	224
Current trade and other payables *	18	52,073	52,073	52,073	—	—
		2,674,328	3,598,033	512,143	1,897,558	1,188,332

		Contractual cash flows 31 December 2025
		Carrying Amount	Total	Less than 1 year	Between 1 and 5 years	More than 5 years
Non derivative financial liabilities
Bank loans and other notes	17	3,394,047	4,388,777	759,149	2,845,993	783,636
Other borrowings	17	2,150,693	3,121,500	395,002	949,471	1,777,028
Lease liabilities	17	5,049	5,763	1,793	3,915	56
Current trade and other payables *	18	143,653	143,653	143,653	—	—
		5,693,442	7,659,694	1,299,596	3,799,379	2,560,719

* Deferred income and VAT payables (included in other payables) (see Note 18), which are not financial liabilities, are not included.

CMB.TECH - Financial Report 2025

The Group has secured bank loans that contain loan

covenants. A future breach of covenant may require

the Group to repay the loan earlier than indicated in

the above table. For more details on these

covenants, see "capital management" below.

The interest payments on variable interest rate

loans in the table above reflect market forward

interest rates at the reporting date and these

amounts may change as market interest rates

change. It is not expected that the cash flows

included in the table above (the maturity analysis)

could occur significantly earlier, or at significantly

different amounts than stated above.

Market risk

Managing interest rate benchmark

reform and associated risks

Derivatives

The Group from time to time may enter into

derivative financial instruments to hedge its

exposure to market fluctuations, foreign

exchange and interest rate risks arising from

operational, financing and investment activities.

Derivatives are initially measured at fair value;

attributable transaction costs are expensed as

incurred. Subsequent to initial recognition,

derivatives are remeasured at fair value, and

changes therein are generally recognised in profit

or loss. The group designated certain derivatives

as hedging instruments to hedge the variability in

cash flows. The Group entered into interest rate

swaps and forward exchange contracts to hedge

this risk (see Note 15).

The Group holds interest rate swaps which have

floating legs that are indexed to USD SOFR. The

Group's derivative instruments are governed by

contracts based on the International Swaps and

Derivatives Association (ISDA)'s master

agreements.

As from 2022 onwards new transactions are

based on the RFR approach using benchmark rate

SOFR. This benchmark rate is quoted each day.

The Group's exposure to USD SOFR designated

in hedging relationships is USD 92.7 million

nominal amount at December 31, 2025 (see Note

15), representing the nominal amount of the four

interest rate swaps maturing in 2030.

Due to the acquisition of Golden Ocean, the

Company acquired interest rate swaps assets in

the total amount of USD 23.1 million.

Subsequently, in July and August 2025, the

Company terminated these interest rate swaps

with the total notional amount of

USD 550.0 million thereby receiving settlement of

USD 18.9 million.

Hedge Accounting

The Group ensure that hedge accounting

relationships are aligned with its risk management

objectives and strategy and apply a more quali-

tative and forward looking approach in assessing

hedge effectiveness. On initial designation of the

derivative as hedging instrument, the Group formally

documents the economic relationship between the

hedging instrument(s) and hedged item(s), including

the risk management ob-jective(s) and strategy for

undertaking the hedge. The Group also documents

the methods that will be used to assess the

effectiveness of the hedging relationship and makes

an assessment whether the hedging instruments are

expected to be “highly effective” in offsetting the

changes in the cash flows of the respective hedged

items during the period for which the hedge is

designated.

On an ongoing basis, the Group assesses

whether the hedge relationship continues and is

expected to continue to remain highly effective

using retrospective and prospective quantitative

and qualitative analysis.

Total amounts of unreformed

contracts, including those with an

appropriate fallback clause

As at December 31, 2025, all existing financial

instruments are indexed to USD SOFR and

EURIBOR.

CMB.TECH - Financial Report 2025

Shipping market risk

The spot freight market is a highly volatile global

market and the Group cannot predict what the

market will be without significant uncertainty. The

Group has a strategy of operating the majority of

its fleet on the spot market but tries to keep a

certain part of the fleet under fixed time charter

contracts. The proportion of vessels operated on

the spot vary according to the many factors

affecting both the spot and fixed time charter

contract markets.

Every increase (decrease) of USD 1,000 on the

spot freight market (VLCC, Suezmax,

Newcastlemax, Capesize, Kamsarmax, Panamax,

Coaster, Container, Chemical tanker and CSOV)

per day would have increased (decreased) profit

or loss by the amounts shown below:



(effect in thousands of USD)	2025		2024		2023
	Profit or loss		Profit or loss		Profit or loss
	1,000 USD	1,000 USD	1,000 USD	1,000 USD	1,000 USD	1,000 USD
	Increase	Decrease	Increase	Decrease	Increase	Decrease
	43,694	(43,694)	14,521	(14,521)	20,252	(20,252)

CMB.TECH - Financial Report 2025

Interest rate risk

CMB.TECH interest rate management general

policy is to borrow at floating interest rates based

on SOFR plus a margin. The CMB.TECH

Corporate Treasury Department monitors the

Group's interest rate exposure on a regular basis.

From time to time and under the responsibility of

the Chief Financial Officer, different strategies to

reduce the risk associated with fluctuations in

interest rates can be proposed to the Supervisory

Board for their approval. The Group hedges part

of its exposure to changes in interest rates on

borrowings. All borrowings contracted for the

financing of vessels are on the basis of a floating

interest rate, increased by a margin. On a regular

basis the Group may use interest rate related

derivatives (interest rate swaps, caps and floors)

to achieve an appropriate mix of fixed and floating

rate exposure as defined by the Group. On

December 31, 2025 and December 31, 2024, the

Group had such instruments in place and

approximately 2% and 6% of the floating interest

rates have been hedged, respectively.

At the reporting date the interest rate profile of the

Group's interest-bearing financial instruments

was:



(in thousands of USD)	2025	2024
Fixed rate instruments
Financial assets	18,154	13,681
Financial liabilities	291,746	344,731
	309,900	358,412
Variable rate instruments
Financial assets	4,406	3,688
Financial liabilities	5,258,043	2,277,524
	5,262,449	2,281,212

CMB.TECH - Financial Report 2025

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives

(interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect

profit or loss nor equity as of that date.

Cash flow sensitivity analysis for variable rate instruments

A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This

analysis assumes that all other variables, in particular foreign currency rates, remain constant.


	Profit or Loss		Equity
	50 BP	50 BP	50 BP	50 BP
(effect in thousands of USD)	Increase	Decrease	Increase	Decrease

31 December 2023
Variable rate instruments	(7,130)	7,129	—	—
Interest rate swaps	—	—	1,376	(1,376)
Cash Flow Sensitivity (Net)	(7,130)	7,129	1,376	(1,376)

31 December 2024
Variable rate instruments	(6,999)	6,999	—	—
Interest rate swaps	—	—	1,486	(1,514)
Cash Flow Sensitivity (Net)	(6,999)	6,999	1,486	(1,514)

31 December 2025
Variable rate instruments	(22,315)	22,315	—	—
Interest rate swaps	—	—	1,047	(1,064)
Cash Flow Sensitivity (Net)	(22,315)	22,315	1,047	(1,064)

CMB.TECH - Financial Report 2025

Currency risk

The Group policy is to monitor its material non-

functional currency transaction exposure so as

to allow for natural coverage (revenues in the

same currency than the expenses) whenever

possible. When natural coverage is not deemed

reasonably possible (for example for long term

commitments), the Company manages its

material non-functional currency transaction

exposure on a case-by-case basis, either by

entering into spot foreign currency transactions,

foreign exchange forward, swap or option

contracts.

The Group’s exposure to currency risk is related

to its operating expenses expressed in Euros

and to Treasury Notes denominated in Euros. In

2025 about 4.8% (2024: 29.6% and 2023:

18.6%) of the Group’s total operating expenses

were incurred in Euros. Revenue and

borrowings are expressed in USD only, except

for instruments issued under the Treasury Notes

Program (Note 17).



(in thousands of USD)	31 December 2025		31 December 2024		31 December 2023
	EUR	USD	EUR	USD	EUR	USD
Trade payables	(6,211)	(73,731)	(4,188)	(18,108)	(5,888)	(36,144)
Operating expenses	(63,572)	(1,267,682)	(184,427)	(439,046)	(122,878)	(538,317)
Bank loans	(265,359)	(2,925,401)	(176,605)	(1,476,202)	66	(528,426)
Treasury Notes	(43,063)	—	(63,009)	—	(87,106)	(700)

For the average and closing rates applied during the year, we refer to Note 27.

The Group is exposed to foreign currency risk

on the deposit for the Oceania claim (see Note 11

and 21), which is denominated in Malaysian

Ringgit (MYR). As the Group’s functional

currency differs from MYR, exchange rate

fluctuations give rise to remeasurement effects.

During the current reporting period, a currency

gain of USD 4.8 million was recognised in profit

or loss as a result of movements in the

exchange rate.

CMB.TECH - Financial Report 2025

Sensitivity analysis

A 10 percent strengthening of the EUR against the USD at December 31,

would have increased (decreased) equity and profit or loss by the amounts

shown below. This analysis assumes that all other variables, in particular

interest rates, remain constant.


(in thousands of USD)	2025	2024	2023
Equity	635	554	607
Profit or loss	(6,357)	(19,726)	(13,356)

A 10 percent weakening of the EUR against the USD at December 31, would

have had the equal but opposite effect to the amounts shown above, on the

basis that all the other variables remain constant.

CMB.TECH - Financial Report 2025

Cash flow hedges

The amounts at the reporting date relating to items designated as hedged items were as follows.



	31 December 2025		31 December 2024
(in thousands of USD)	Change in value used for calculating hedge ineffectiveness	Cash flow hedge reserve	Change in value used for calculating hedge ineffectiveness	Cash flow hedge reserve
Interest rate risk
Variable-rate instruments	2,055	90	(1,005)	2,145

The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows.


	2025				During the period 2025
(in thousands of USD)	Nominal amount	Carrying amount - Assets	Carrying amount - Liabilities	Line item in the statement of financial position where the hedging instrument is included	Changes in the value of the hedging instrument recognised in OCI	Hedge ineffectiveness recognised in profit or loss	Line item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps	92,695	110	20	Trade and other current receivables, Trade and other current payables	(2,055)	(317)	Finance expenses

	2024				During the period 2024
(in thousands of USD)	Nominal amount	Carrying amount - Assets	Carrying amount - Liabilities	Line item in the statement of financial position where the hedging instrument is included	Changes in the value of the hedging instrument recognised in OCI	Hedge ineffectiveness recognised in profit or loss	Line item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps	111,545	2,145	—	Non-current receivables, Trade and other current receivables	1,005	—	Finance expenses

During 2025 and 2024, no amounts were reclassified from hedging reserve to profit or loss.

CMB.TECH - Financial Report 2025

The following table provides a reconciliation by risk category of components of equity and

analysis of OCI items, net of tax, resulting from cash flow hedge accounting.



(in thousands of USD)		Hedging reserve
Balance at 1 January 2025		2,145

Cash flow hedges
Change in fair value interest rate risk		(2,055)

Balance at 31 December 2025		90

Balance at 1 January 2024		1,140

Cash flow hedges
Change in fair value interest rate risk		1,005

Balance at 31 December 2024		2,145

100

CMB.TECH - Financial Report 2025

Capital management

The Company considers equity (Note 15) and

borrowings (Note 17) to be capital, and manages it

as follows.

The Company is continuously seeking to optimise

its capital structure (mix between debt and

equity). The main objective is to maximise

shareholder value while keeping the desired

financial flexibility to execute the strategic

projects. Some of the Group's other key drivers

when making capital structure decisions are pay-

out restrictions and the maintenance of the strong

financial health of the Group. Besides the

statutory minimum equity funding requirements

that apply to the Group's subsidiaries in the

various countries, the Group is also subject to

covenants in relation to some of its senior

secured credit facilities:

– An amount of current assets that, on a

consolidated basis, exceeds current liabilities.

Current assets may include undrawn amounts

of any committed revolving credit facilities and

credit lines having a maturity of more than one

year;

– An aggregate amount of cash, cash

equivalents and available aggregate undrawn

amounts of any committed loan of at least

USD 50.0 million or 5% of the Group's total

indebtedness (excluding guarantees),

depending on the applicable loan facility,

whichever is greater;

– An amount of cash of at least USD 30.0

million;

– 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%; and

– A ratio of Stockholders' Equity to Total Assets

of at least 30%. This ratio is only applicable

under the USD 200 million Nordic bond which

matures in September 2026.

We are currently in compliance with all financial

covenants under our debt instruments. 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 fin-

ancing agreements also provide grace or remedy

periods during which we may take corrective

actions to restore compliance. Such corrective

actions may include, but are not limited to:

– posting additional collateral;

– partial repaying outstanding debt to reduce

leverage;

– infusing equity capital;

– negotiating amendments or temporary

waivers with lenders and

– implementing other measures that would

positively influence the ratio.

In connection to the senior secured FSO loan of

USD 161.1 million, the facility contains a specific

covenant whereby each borrower need to ensure

that its financial position shall at all times during

the Security Period be such that the Debt Service

Cover Ratio in respect of it shall be equal or

higher than 1.1x.

The bank loan of Windcat is subject to following

covenant: cash and cash equivalents is not less

than 45 thousand Euro multiplied by the number

of CTVs owned.

Additionally, most of the financing agreements

also include a loan to value test covenant.

Further, the Group’s loan facilities generally

include an asset protection clause whereby the

fair market value of collateral vessels should be at

least 125% of the aggregate principal amount

outstanding under the respective loan.

All existing financing arrangements, including the

bonds, contain a change of control clause (COC),

which is triggered if a shareholder would acquire

50%+1 of the shares or voting rights in

CMB.TECH.

The credit facilities discussed above also contain

restrictions and undertakings which may limit the

Group and the Group's subsidiaries' ability to,

among other things:

– Effect changes in management of the Group's

vessels;

– Transfer or sell or otherwise dispose of all or a

substantial portion of the Group's assets;

– Declare and pay dividends; and

– Incur additional indebtedness.

A violation of any of these financial covenants or

operating restrictions contained in the credit

facilities may constitute an event of default under

these credit facilities, which, unless cured within

the grace period set forth under the applicable

credit facility, if applicable, or waived or modified

by the Group's lenders, provides them with the

right to, among other things, require the Group to

post additional collateral, enhance equity and

101

CMB.TECH - Financial Report 2025

liquidity, increase interest payments, pay down

indebtedness to a level where the Group is in

compliance with loan covenants, sell vessels in

the fleet, reclassify indebtedness as current

liabilities and accelerate indebtedness and

foreclose liens on the vessels and the other

assets securing the credit facilities, which would

impair the Group's ability to continue to conduct

business.

Furthermore, certain of our credit facilities contain

a cross-default provision that may be triggered by

a default under one of our other credit facilities. A

cross-default provision means that a default on

one loan would result in a default on certain other

loans. Because of the presence of cross-default

provisions in certain of our credit facilities, the

refusal of any one lender under our credit

facilities to grant or extend a waiver could result

in certain of our indebtedness being accelerated,

even if our other lenders under our credit facilities

have waived covenant defaults under the

respective credit facilities. If our secured

indebtedness is accelerated in full or in part, it

would be very difficult in the current financing

environment for us to refinance our debt or obtain

additional financing and we could lose our

vessels and other assets securing our credit

facilities if our lenders foreclose their liens, which

would adversely affect our ability to conduct our

business.

As of December 31, 2025, December 31, 2024

and December 31, 2023, the Group was in

compliance with all of the covenants contained in

the debt agreements. With respect to the

quantitative covenants as of December 31, 2025,

as described above:

– Current assets on a consolidated basis

(including available credit lines of USD 392.3

million) exceeded current liabilities by USD

244.0 million,

– Aggregated cash was USD 559.2 million,

– Cash was USD 146.5 million,

– Ratio of value adjusted Stockholders' Equity to

value adjusted Total Assets was 44.2%, and

– Ratio of Stockholders’ Equity to Total Assets

was 31.2%.

Our Supervisory Board may from time to time,

declare and pay cash distributions in accordance

with our Coordinated Articles of Association and

applicable Belgian law. The declaration and

payment of distributions, if any, will always be

subject to the approval of either our Supervisory

Board (in the case of "interim dividends") or of the

shareholders (in the case of "regular divi-

dends" (intermediary dividends) or "repayment of

share premium".

Our current dividend policy is a full discretionary

dividend policy as the Supervisory Board believes

this approach offers the required flexibility.

102

CMB.TECH - Financial Report 2025

Note 20 - Leases

Leases as lessee

On February 23, 2021, the Company entered into a sale and leaseback

agreement for the VLCC Newton (2009 – 307,284). The vessel was sold for a

net sale price of USD 35.4 million. The Company has leased back the vessel

under a 36-months bareboat contract. In accordance with IFRS, the Group

recognized a right-of-use asset and lease liability (see Note 8 and Note 17).

During the fourth quarter of 2023, the Company has sent a notification letter to

exercise the purchase option of USD 30.0 million and vessel has been

delivered on January 22, 2024.

Following the acquisition of Golden Ocean, the Company acquired right of use

assets relating to the charter in of eight vessels from SFL Corporation Ltd.

(NYSE: SFL) (“SFL”). These contracts originated from a sale and leaseback

transaction for eight Capesize vessels agreed in 2015. In January 2025,

Golden Ocean exercised the purchase option for all eight vessels, and during

the third quarter of 2025 the Company finalised the en bloc purchase for a

total consideration of USD 112.0 million. With reference to Note 25, the right of

use assets were recognized at fair value in the amount of USD 209.5 million.

With reference to Note 8, upon delivery of the vessels in July 2025, the assets

were reclassified from right of use assets to own vessels.

For the office leases in Belgium, the Netherlands, France, Norway, Hong

Kong, Singapore, UK and US which have an average lease term till February

2029, the Group recognized a right-of-use asset and lease liability. The right-

of-use asset was adjusted by the practical expedient impairment assessment

based on the onerous contract analysis option. The right-of-use asset related

to office leases was reduced by the lease receivable related to subleases that

qualify as finance lease under IFRS 16.

The Group used the short-term lease exemption for all the lease contracts

with a remaining lease term of less than one year. Accordingly, those lease

payments were recognised as an expense.

Information about leases for which the Group is a lessee is presented below.

103

CMB.TECH - Financial Report 2025

Right-of-use assets


(in thousands of USD)	Bareboats	Time charters	Office rental	Company cars	Total

Balance at January 1, 2024	30,295	—	2,499	141	32,936

Additions to right-of-use assets	—	—	332	—	332
Depreciation charge for the year	(295)	—	(1,013)	(105)	(1,413)
Derecognition of right-of-use assets	(30,000)	—	(162)	—	(30,162)
Acquisitions through business combination	—	—	1,431	—	1,431
Disposals through sale of subsidiary	—	—	(1,184)	—	(1,184)
Translation differences	—	—	(28)	(2)	(30)

Balance at December 31, 2024	—	—	1,876	34	1,910


(in thousands of USD)	Bareboats	Time charters	Office rental	Company cars	Total

Balance at January 1, 2025	—	—	1,876	34	1,910

Additions to right-of-use assets	—	—	2,539	—	2,539
Depreciation charge for the year	(8,238)	—	(976)	(33)	(9,247)
Acquisitions through business combination	209,500	—	1,251	—	210,751
Impairment charge for the year	(4,567)	—	—	—	(4,567)
Transfers	(196,695)	—	—	—	(196,695)
Translation differences	—	—	155	1	156

Balance at December 31, 2025	—	—	4,845	2	4,847

104

CMB.TECH - Financial Report 2025

Amounts recognised in profit or loss


(in thousands of USD)	2025	2024	2023
Interest on lease liabilities	(3,537)	(275)	(631)
Depreciation right-of-use assets	(9,247)	(1,413)	(18,040)

Amounts recognised in statement of cash flows


(in thousands of USD)	2025	2024	2023
Total cash outflow for leases	(121,881)	(33,879)	(21,942)
Total cash inflow for leases	1,263	1,591	1,706

105

CMB.TECH - Financial Report 2025

Leases as lessor

As a lessor the Group leases out some of its vessels under long-term time

charter agreements.

The future undiscounted lease payments to be received for these lease

agreements are as follows:


(in thousands of USD)	31 December 2025	31 December 2024
Less than one year	386,834	288,933
Between one and five years	1,295,174	1,147,997
More than five years	1,298,706	906,010

Total future lease receivables	2,980,714	2,342,939

For certain vessels employed under long-term time charter agreements, the

adoption of IFRS 16 required the Group to separate the lease and non-lease

component in the contract, with the lease component qualified as operating

lease and the non-lease component accounted for under IFRS 15.


(in thousands of USD)	2025	2024
Lease component of revenue from time charter-out	2,144,393	1,625,467
Non-lease component of revenue from time charter-out	836,321	717,472
Total future lease receivables	2,980,714	2,342,939

On some of the above mentioned vessels the Group has granted the option to

extend the charter period. These option periods have not been taken into

account when calculating the future minimum lease receivables.

106

CMB.TECH - Financial Report 2025

Note 21 - Provisions and contingencies


(in thousands of USD)	Note	Onerous contract	Total
Balance at 1 January 2024		598	598

Provisions used during the year	-	(324)	(324)
Balance at 31 December 2024		274	274

Non-current	-	—	—
Current	-	274	274
Total		274	274

Balance at 1 January 2025		274	274

Provisions used during the year	-	(274)	(274)
Balance at 31 December 2025		—	—

Non-current	-	—	—
Current	-	—	—
Total		—	—

The Group is currently involved in three

litigations. If applicable, the necessary provisions

related to legal and arbitration proceedings are

recorded.

The Group was involved in litigation with RMK

Maritime (“RMK”) relating to a claim for advisory

services in connection with the Group’s merger

with Gener8 in 2016 and 2017. RMK sought

damages of USD 13.0 million. On October 13,

2025, the Commercial Court in London fully

dismissed RMK’s claim against the Group. RMK

did not appeal the judgment and, accordingly, the

decision has become final. Following the ruling,

the parties agreed on cost recovery, pursuant to

which an amount of USD 1.1 million is payable by

RMK to the Group in full and final settlement.

Based on the outcome of the proceedings, no

provision has been recognized and no further

exposure remains as at December 31, 2025.

The Group is first of all involved in litigation

against FourWorld before the Belgian Courts. A

writ of summons before the Enterprise Court of

Antwerp on behalf of CMB NV was served by

FourWorld on April 8, 2024. A similar summons

was served on CMB.TECH NV on the same day.

Following FourWorld's request to the defendants

to produce additional documents, the court reset

the initial procedural agenda. In accordance

therewith, oral pleadings in court took place on 2

and 23 February focusing just on the admissibility

of FourWorld's claim and its request for additional

documents to be produced. In its judgment of 30

March 2026, the Enterprise Court of Antwerp

rejected in full FourWorld’s requests for

production of documents and for the imposition

of a preliminary measure prohibiting the des-

truction of information. The Court has dismissed

some of the defendants' pleas of inadmissibility,

while reserving its decision on the remaining

admissibility issues and the merits of the case.

The parties will now agree a new procedural

calendar for the further handling of the remaining

issues and the merits.

The claim of FourWorld in the Antwerp Enterprise

Court runs more or less in parallel with

107

CMB.TECH - Financial Report 2025

FourWorld's earlier claim before the Markets

Court in Brussels, namely the annulment of three

decisions taken by the Company's general

assembly: the sale of 24 tankers by Euronav to

Frontline, the termination of the arbitration

procedure between CMB.TECH NV and Frontline

and the take-over of CMB.TECH Enterprises

group by CMB.TECH NV. Damages are

provisionally estimated at €1 pending a final

budget. We estimate the merits of FourWorld's

claim to be low and regard their claims as

nuisance. This claim before the Antwerp

Enterprise Court follows earlier complaints and

applications filed by FourWorld against CMB NV

before the United States District Court for the

Southern District Court of New York and before

the Markets Court of the Brussels Court of Appeal

in Belgium. In March 2024, both courts rejected

all of FourWorld's requests to suspend CMB NV's

mandatory offer. Consequently, no further

proceedings are pending in New York. Before the

Markets Court in Brussels, the case on the merits

was decided on September 6, 2024.

Secondly, FourWorld and other dissenting

shareholders have commenced legal

proceedings before the court in Bermuda with

respect to the Company's takeover of and merger

with Golden Ocean Group Limited (“GOGL”). In

August 2025, the shareholders of Golden Ocean

were asked to vote for a merger with CMB.TECH

Bermuda Limited (“CMBT Bermuda”) with the

latter absorbing GOGL. The exchange ratio was

0.95 shares in CMBT Bermuda for every GOGL

share. The merger was approved by the necessary

majority and proceeded on August 20, 2025.

Three former shareholders in GOGL who did not

vote in favour of the merger (“the dissenting

shareholders”) have issued proceedings in

Bermuda against CMBT Bermuda in which they

claim (i) a declaration that they are entitled to be

paid USD 14.49 per share for their shares in cash

(the “cash claims”) or alternatively (ii) appraisal by

the Court of the fair value of their shares pursuant

to Bermudan law (the “appraisal claims”).

Management has assessed the merits of

FourWorld claims and considers that the

Company's position is more likely than not to

prevail. Accordingly, no provision has been

recognised in respect of these proceedings at this

stage. The Company will continue to monitor

developments closely.

Lastly, the Group remains involved in litigation

concerning the Oceania. A cash security of MYR

210 million (USD 51.7 million) was lodged with the

High Court of Malaysia in January 2024 (see

Note 11) pending resolution of the claim in

conversion of the cargo brought by Black Swan in

the Malaysian High Court. On May 7, 2025,the

Group obtained an arbitration award in its favour

in the London arbitration proceedings against Silk

Straits, CMB.TECH’s sub-contractors. The

tribunal held that the cargo was deemed to be

sanctioned, and therefore Silk Straits under the

relevant storage agreement are to indemnify

CMB.TECH and pay the Group’s claim against Silk

Straits of (currently) approximately

USD 4.0 million, plus interest and costs. Lawyers

are enforcing the London Award against Silk

Straits in both UK and Malaysia. The conversion

claim brought by Black Swan against CMB.TECH

remains complex and pending before the

Malaysian High Court, with hearings scheduled

for July 2026 and a possibility for the Company to

appeal which would bring the case well into 2027.

Considering the facts and circumstances of the

case and external as well as internal advice from

counsel, management is of the opinion that it is

not more likely than not that an outflow of

resources will be required to settle any obligation

and that consequently no provision needs to be

accounted for at the moment.

Furthermore, the Group is involved in a number of

disputes in connection with its day-to-day

activities, both as claimant and defendant. Such

disputes and the associated expenses of legal

representation are covered by insurance.

Moreover, they are not of a magnitude that lies

outside the ordinary, and their scope is not of

such a nature that they could jeopardize the

Group's financial position.

108

CMB.TECH - Financial Report 2025

Note 22 - Related parties

Identity of related parties

The Group has a related party relationship with its

shareholders, subsidiaries (see Note 24) and

equity-accounted investees (see Note 26) and with

its directors and executive officers (see Note 23).

Shareholders

The shareholders in CMB.TECH changed during

the year 2023. On October 9, 2023, the Company

announced that its two reference shareholders,

CMB NV ("CMB") and Frontline plc / Famatown

Finance Limited ("Frontline"), have reached an

agreement on a transaction involving the

Company that puts an end to the deadlock arising

from their differences over strategy, while

offering other shareholders the opportunity to

realise cash value for their investment. At

December 31, 2025, CMB.TECH has one major

shareholder CMB, owning 56.56% of the equity

representing 61.59% of the voting rights, with

Saverco as its ultimate parent. Both parties are

considered as related.

The Audit and Risk Committee has reviewed the

transactions with related parties:

CMB.TECH has entered into a number of

agreements with entities in the CMB Group:

– An office rental agreement with MCA Facilities, a

wholly owned subsidiary of CMB. The contract

has a term of 3 years and is tacitly renewed

every year. Amounts are indexed annually. The

Group paid an annual rent of USD 638 thousand

(2024: USD 533 thousand and in 2023:

USD 335 thousand). As of December 31, 2025,

the outstanding balance was USD 79 thousand

(2024: USD 197 thousand).

– An auxiliary services agreement with CMB. The

CMB Group will provide various services to the

Company such as general management

services, strategic advisory services, accounting

services, legal services and general corporate

administration. The agreement is for an indefinite

period. Total overheads, adjusted for costs that

cannot be allocated to other entities within the

Group, are charged monthly on the basis of the

number of hours spent per legal entity within the

Group. The fee is subject to true-up of 5% and

the methodology is reviewed annually between

the parties.

– The auxiliary services agreement also

includes various shipping services such as

chartering, operational and technical services.

For these services, the recharge is based on

the industry standard, i.e. 1.25% of shipping

revenue. For all these services (see items ii

and iii) an amount of USD 14.6 million was

charged in 2025. As of December 31, 2025,

the outstanding balance was USD 6.9 million.

– Sale in 2024 of five Suezmax vessels,

Sapphira (2008 - 150,205 dwt), Statia (2006 -

150,205 dwt), Selena (2007 - 150,205 dwt),

Cap Victor (2007 - 158,853 dwt) and Cap Felix

(2008 - 158,765 dwt) to a wholly owned

subsidiary of CMB NV at the market rate at the

date of the transaction as part of the fleet

rejuvenation.

109

CMB.TECH - Financial Report 2025

Transactions with key management personnel

The total amount of the remuneration paid in local currency to all non-executive directors for their services as members of the board and committees (if applicable)

is as follows:

The Nomination and Remuneration Committee annually reviews the remuneration of the members of the Management Board. The remuneration (excluding the

CEO) consists of a fixed and a variable component and can be summarised as follows:



(in thousands of EUR)	2025	2024	2023
Total fixed remuneration	1,000	1,000	2,456
of which
Cost of pension	—	—	24

Total variable remuneration	250	333	8,500
of which
Share-based payments	—	—	3,218
Termination benefits	—	—	3,642

All amounts mentioned refer to the Management Board in its official composition throughout 2025.

The remuneration of the CEO can be summarised as follows:



(in thousands of EUR)	2025	2024	2023
Total fixed remuneration	250	250	471

Total variable remuneration	62	83	4,163
of which
Share-based payments	—	—	1,811
Termination benefits	—	—	1,690

110

CMB.TECH - Financial Report 2025

On April 1, 2020, the Supervisory Board granted

144,392 restricted stock units within the

framework of a long term incentive plan. The

RSUs vest over three years in three equal annual

installments at the three anniversary dates from

the reference date (April 1, 2020) and will be

settled in shares. As of December 31, 2023,

88,127 RSUs were vested which have been

transferred to the beneficiaries out of treasury

shares. On April 1, 2021, the Supervisory Board

granted 193,387 RSUs within the framework of a

long term incentive plan. The RSUs vest over

three years in three equal annual installments at

the three anniversary dates from the reference

date (April 1, 2021) and will be settled in shares.

As of December 31, 2023, 131,529 RSUs were

vested consisting of 64,414 RSUs which were

vested at the first anniversary date, 14,530 at the

second anniversary date and 52,585 RSUs were

vested on November 22, 2023 due to the change

of control whereby CMB acquired the voting

rights of Frontline and owned 49.05% of the

voting rights. In total 131,529 RSUs have been

transferred to the beneficiaries out of treasury

shares. On April 1, 2022, the Supervisory Board

granted 163,022 RSUs within the framework of a

long term incentive plan. The RSUs vest over

three years in three equal annual installments at

the three anniversary dates from the reference

date (April 1, 2022) and will be settled in shares.

As of December 31, 2023, 110,730 RSUs were

vested consisting of 12,203 RSUs which were

vested at the first anniversary date and 98,527

RSUs were vested on November 22, 2023 due to

the change of control whereby CMB acquired the

voting rights of Frontline and owned 49.05% of

the voting rights. In total 110,730 RSUs have been

transferred to the beneficiaries out of treasury

shares. On April 1, 2023, the Supervisory Board

granted 120,079 RSUs within the framework of a

long term incentive plan. The RSUs vest over

three years in three equal annual installments at

the three anniversary dates from the reference

date (April 1, 2023) and will be settled in shares.

As of December 31, 2023, all RSUs were vested

due to the change of control whereby CMB

acquired the voting rights of Frontline. All RSUs

have been transferred to the beneficiaries out of

treasury shares.

111

CMB.TECH - Financial Report 2025

Transactions with subsidiaries and joint ventures

The Group has supplied funds in the form of

shareholder's advances to some of its joint

ventures at pre-agreed conditions (see below and

Note 26).

Balances and transactions between the Group

and its subsidiaries have been eliminated on

consolidation and are not disclosed in this note.

Details of outstanding balances and transactions

between the Group and its joint ventures are

disclosed below:


As of and for the year ended December 31, 2024
(in thousands of USD)	Trade receivables	Trade payables	Shareholders Loan	Revenue	Dividend Income
Bari Shipholding Ltd	—	—	850	14	—
Bastia Shipholding Ltd	—	—	—	—	150
Tankers Agencies (UK) Ltd	63	—	—	—	—
be Hydro BV	—	—	903	—	—
JPN H2Ydro CO. Ltd	15	—	6,690	—	—
FRS Windcat Offshore Logistics GmbH	5	—	3,688	117	—
TSM Windcat	30	—	5,238	104	—
Total	112	—	17,369	235	112

As of and for the year ended December 31, 2025
(in thousands of USD)	Trade receivables	Trade payables	Shareholders Loan	Revenue	Dividend Income
United Freight Carriers LLC	16	—	—	—	—
TFG Marine Pte. Ltd.	—	12,633	—	—	—
Tankers Agencies (UK) Ltd	—	3	—	—	—
Cleanergy Solutions (Namibia) Pty Ltd	1,071	—	—	146	—
be Hydro BV	—	—	1,021	—	—
JPN H2Ydro CO. Ltd	17	—	9,255	—	—
FRS Windcat Ofshore Logistics GmbH	68	—	4,406	322	—
TSM Windcat	308	261	7,027	372	—
Total	1,480	12,898	21,709	840	—

112

CMB.TECH - Financial Report 2025

Note 23 - Share-based payment arrangements

Description of share-based

payment arrangements:

All remaining share-based payments have been

settled in 2023.

During 2023, the Group had the following share-

based payment arrangements:

Long term incentive plan 2020

(Equity-settled)

As of December 31, 2023, 88,127 RSUs were

vested, which have been transferred to the

beneficiaries out of treasury shares. The compen-

sation expense recognised in the consolidated

statement of profit or loss during 2023 was USD

0.2 million.

Long term incentive plan 2021

(Equity-settled)

As of December 31, 2023, 131,529 RSUs were

vested consisting of 64,414 RSUs which were

vested at the first anniversary date, 14,530 at the

second anniversary date and 52,585 RSUs were

vested on November 22, 2023 due to the change

of control whereby CMB acquired the shares of

Frontline. In total 131,529 RSUs have been

transferred to the beneficiaries out of treasury

shares. The compensation expense recognised in

the consolidated statement of profit or loss during

2023 was an expense of USD 0.8 million.

Long term incentive plan 2022

(Equity-settled)

As of December 31, 2023, 110,730 RSU's were

vested consisting of 12,203 RSUs which were

vested at the first anniversary date and 98,527

RSUs were vested on November 22, 2023 due to

the change of control whereby CMB acquired the

shares of Frontline. In total 110,730 RSUs have

been transferred to the beneficiaries out of

treasury shares. The compensation expense

recognised in the consolidated statement of profit

or loss during 2023 was USD 1.3 million.

Long term incentive plan 2023

(Equity-settled)

As of December 31, 2023, 120,079 RSU's were

vested due to the change of control whereby

CMB acquired the shares of Frontline and all

RSUs have been transferred to the beneficiaries

out of treasury shares. The compensation ex-

pense recognised in the consolidated statement

of profit or loss during 2023 was USD 1.6 million.

Measurement of Fair Value

The liability in respect of its obligations under the

LTIP 2020, LTIP 2021, LTIP 2022 and LTIP 2023

is subject for 75% to a relative TSR (Total

Shareholder Return) compared to a peer group

over a three years period. Each yearly

measurement to be worth 1/3rd of 75% of the

award. And subject for 25% to an absolute TSR of

the Company's shares measured each year for

1/3 of 25% of the award. In total 144,392 RSUs

were granted on April 1, 2020 in relation to the

LTIP 2020, 193,387 RSUs were granted on April 1,

2021 in relation to the LTIP 2021, 163,022 RSUs

were granted on April 1, 2022 in relation to the

LTIP 2022 and 120,079 RSUs were granted on

April 1, 2023 in relation to the LTIP 2023. As of

December 31, 2023, 88,127 RSUs were vested in

relation to the LTIP 2020, 131,529 RSUs were

vested in relation to the LTIP 2021, 110,730 RSUs

were vested in relation to the LTIP 2022 and

120,079 RSUs were vested in relation to the LTIP

2023. All RSUs have been transferred to the

beneficiaries out of treasury shares.

Expenses recognised in profit

or loss

For details on related employee benefits expense,

see Note 5. The expenses related to the LTIP

2020, LTIP 2021, LTIP 2022 and LTIP 2023

amounted to USD 3.9 million and are included in

employee benefits and administrative expenses.

113

CMB.TECH - Financial Report 2025

Note 24 - Group entities


	Country of incorporation	Consolidation method	Ownership interest
			31 December 2025	31 December 2024	31 December 2023
Parent
CMB.TECH NV	Belgium	full	100.00%	100.00%	100.00%
Euronav NV, Antwerp, Geneva branch
CMB.TECH NV, Foreign branch

Subsidiaries
Euronav Shipping NV	Belgium	full	100.00%	100.00%	100.00%
Euronav (UK) Agencies Limited	United Kingdom	full	100.00%	100.00%	100.00%
Euronav Luxembourg SA	Luxembourg	full	100.00%	100.00%	100.00%
Euronav SAS	France	full	100.00%	100.00%	100.00%
Euronav Ship Management SAS	France	full	100.00%	100.00%	100.00%
Euronav Ship Management Antwerp (branch office)
Euronav Ship Management Ltd	Liberia	full	NA	NA	100.00%
Euronav Ship Management Hellas (branch office)
Euronav Hong Kong	Hong Kong	full	100.00%	100.00%	100.00%
Euro-Ocean Ship Management (Cyprus) Ltd	Cyprus	full	100.00%	100.00%	100.00%
Euronav Singapore	Singapore	full	100.00%	100.00%	100.00%
Green Bulker One Pte Ltd.	Singapore	full	100.00%	100.00%	NA
Green Bulker Two Pte Ltd.	Singapore	full	100.00%	100.00%	NA
Green Bulker Three Pte Ltd.	Singapore	full	100.00%	100.00%	NA
Euronav MI II Inc	Marshall Islands	full	100.00%	100.00%	100.00%
Gener8 Maritime Subsidiary II Inc.	Marshall Islands	full	100.00%	100.00%	100.00%
Gener8 Maritime Subsidiary New IV Inc.	Marshall Islands	full	NA	NA	100.00%

114

CMB.TECH - Financial Report 2025


Gener8 Maritime Management LLC	Marshall Islands	full	NA	NA	100.00%
TI Africa Ltd	Hong Kong	full	100.00%	100.00%	100.00%
TI Asia Ltd	Hong Kong	full	100.00%	100.00%	100.00%
CMB TECH Namibia (Pty) Ltd	Namibia	full	100.00%	100.00%	NA
CMB.TECH Namibia Properties (Pty) Ltd	Namibia	full	100.00%	100.00%	NA
CMB.TECH Belgium NV	Belgium	full	100.00%	100.00%	NA
CMB.TECH Industry NV	Belgium	full	100.00%	100.00%	NA
CMB.TECH International NV	Belgium	full	100.00%	100.00%	NA
CMB.TECH Netherlands BV	Netherlands	full	100.00%	100.00%	NA
CMB.TECH Enterprises NV	Belgium	full	100.00%	100.00%	NA
CMB.TECH Technology and development centre Limited	United Kingdom	full	100.00%	100.00%	NA
CTV Crewing Services Limited	United Kingdom	full	100.00%	100.00%	NA
H2 Infra NV	Belgium	full	100.00%	100.00%	NA
Ammonia Carrier AS	Norway	full	100.00%	100.00%	NA
Windcat Workboats (Ireland) Limited	Ireland	full	100.00%	100.00%	NA
Windcat Workboats (Scotland) Limited	United Kingdom	full	100.00%	100.00%	NA
Windcat Workboats (Wales) CYF	United Kingdom	full	100.00%	100.00%	NA
Windcat Workboats 2 Ltd	Guernsey	full	100.00%	100.00%	NA
Windcat Workboats BV	Netherlands	full	100.00%	100.00%	NA
Windcat Workboats Holdings Limited	United Kingdom	full	100.00%	100.00%	NA
Windcat Workboats International BV	Netherlands	full	100.00%	100.00%	NA
Windcat Workboats International Ltd	Guernsey	full	100.00%	100.00%	NA
Windcat Workboats Limited	United Kingdom	full	100.00%	100.00%	NA
CMB.TECH Bermuda Ltd.	Bermuda	full	100.00%	NA	NA
Golden Ocean Group Management (Bermuda) Ltd.	Bermuda	full	100.00%	NA	NA
CMB.TECH Norway AS	Noorwegen	full	100.00%	NA	NA
Golden Ocean Trading Ltd.	Bermuda	full	100.00%	NA	NA

115

CMB.TECH - Financial Report 2025


Golden Ocean Shipping Co Pte Ltd.	Singapore	full	100.00%	NA	NA
Vessel owning entities	Bermuda	full	100.00%	NA	NA
Golden Ocean Holdings Ltd.	Bermuda	full	100.00%	NA	NA

Joint ventures
Tankers Agencies (UK) Ltd	United Kingdom	equity	50.00%	50.00%	50.00%
Tankers International LLC	Marshall Islands	equity	50.00%	50.00%	50.00%
Bari Shipholding Ltd	Hong Kong	equity	50.00%	50.00%	50.00%
Bastia Shipholding Ltd	Hong Kong	equity	NA	50.00%	50.00%
be Hydro BV	Belgium	equity	50.00%	50.00%	NA
Cleanergy Solutions (Namibia) (Pty) Ltd	Namibia	equity	49.00%	49.00%	NA
FRS Windcat Offshore Logistics GmbH	Germany	equity	50.00%	50.00%	NA
FRS Windcat Offshore Logistics Limited	Cyprus	equity	50.00%	50.00%	NA
FRS Windcat Polska Sp.z.o.o	Poland	equity	50.00%	50.00%	NA
JPN H2YDRO CO. Ltd	Japan	equity	50.00%	50.00%	NA
TSM Windcat sas	France	equity	50.00%	50.00%	NA
United Freight Carriers LLC	Bermuda	equity	50.00%	NA	NA

Associates
TFG Marine Pte Ltd	Singapore	equity	10.00%	NA	NA

116

CMB.TECH - Financial Report 2025

On February 1, 2024, Gener8 Maritime Subsidiary

New IV Inc. and Gener8 Maritime Management

LLC were dissolved.

On February 7, 2024, CMB.TECH held a Special

Meeting of Shareholders to approve the purchase

of 100% of the shares of CMB.TECH NV for a total

purchase price of USD 1.15 billion in cash (see

Note 25). CMB.TECH is a diversified maritime

group. CMB.TECH builds, owns, operates and

designs large marine and industrial applications

that run on dual-fuel diesel-hydrogen and diesel-

ammonia engines and monofuel hydrogen

engines. CMB.TECH offers hydrogen and

ammonia fuel that it either produces or sources

from external producers to its customers.

CMB.TECH is active throughout the full hydrogen

value chain through three different divisions:

Marine, H2 infra and H2 Industry. The Company

assessed the accounting treatment of the

acquisition and concluded that the transaction

was accounted for as a common control

transaction. Therefore IFRS 3 has not been

applied.

On April 16, 2024, CMB.TECH and Anglo-Eastern

Univan Group (“Anglo-Eastern”) concluded a

Heads of Agreement for the sale and purchase of

Euronav Ship Management Hellas (“ESMH”),

CMB.TECH’s ship management arm. CMB.TECH

and Anglo-Eastern intend to join forces through

this sale, with the latter assuming ownership of

ship management responsibilities for the vessels

currently under ESMH on an “as is” basis. This

transaction will provide Anglo-Eastern with a

strong local presence in the Greek market while

also greatly enhancing its footprint in large crude

oil tankers. Post-integration, ESMH will become

part of Anglo-Eastern’s global network, offering

the combined entity a wide range of growth

opportunities in different regions and ship types.

The transaction has been concluded on June 18,

2024 and ESMH has been deconsolidated from

the Group as from that date. The Company

realized a gain of USD 19.7 million on this sale and

has been recognised under other operating

income (see Note 4).

On July 27, 2024 the joint venture, Bastia

Shipholding Ltd, was dissolved.

In the fourth quarter of 2024, Green Bulker One

Pte Ltd, Green Bulker Two Pte Ltd and Green

Bulker Three Pte Ltd were established and

incorporated.

On February 26, 2025, the entity CMB.TECH

Bermuda Ltd. was established and 100%

incorporated.

On March 4, 2025, the Company entered into a

share purchase agreement with Hemen Holding

Limited ("Hemen") for the acquisition of

81,363,730 shares in Golden Ocean Group

Limited ("Golden Ocean") representing 41% of

Golden Ocean’s issued and outstanding voting

shares 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.

On June 30, 2025, CMB.TECH NV owned an

aggregate of 98,400,204 shares in Golden Ocean

after the purchase of additional shares in March

and April 2025, representing 49.4% of Golden

Ocean's outstanding voting shares.

On August 20, 2025, the Company successfully

completed the stock-for-stock merger between

Golden Ocean and CMB.TECH Bermuda Ltd. with

CMB.TECH Bermuda Ltd. as the surviving

company, and with CMB.TECH as the issuer of

the merger consideration shares.

On December 19, 2025, CMB.TECH NV entered

into a share sale and purchase agreement with

International Seaways, agreeing to sell its shares

held in Tankers Agencies (UK) Ltd. The

transaction was closed on January 27, 2026.

The Group holds 100% of the voting rights in all of

its subsidiaries.

117

CMB.TECH - Financial Report 2025

Note 25 - Business Combination

On March 4, 2025, CMB.TECH NV, through its

subsidiary CMB.TECH Bermuda Ltd., entered into

a share purchase agreement with Hemen

Holdings Limited (Hemen) to purchase all of

Hemen's 81,363,730 of the common shares of

Golden Ocean Group Limited at a purchase price

of USD 14.49 per common share. Following the

closing of the Share Purchase on March 12, 2025,

CMB.TECH held 40.8% of Golden Ocean's

outstanding common shares. The combination of

CMB.TECH and Golden Ocean is accounted for

as a business combination using the acquisition

method of accounting under the provisions of

IFRS 3, "Business combinations", with CMB.TECH

as the accounting acquirer under this guidance.

As the remaining shareholdings were widely

dispersed and no contractual agreements were in

place with other shareholders regarding preferred

voting rights, the shareholding of 40.8% was

considered a majority shareholding. As stated in

the Bye-laws, any question proposed for

consideration at a general meeting was decided

by a simple majority of votes cast. Based on the

voting patterns observed at the three most recent

shareholder meetings, it was concluded that,

following completion of the share purchase,

CMB.TECH held significantly more voting rights

than any other shareholder or organized group of

shareholders, resulting in de facto power through

voting rights. The Company assessed that control

had been obtained in accordance with IFRS 10 as

of that date. Consequently, Golden Ocean was

fully integrated as a subsidiary within

CMB.TECH’s consolidated accounts.

Between March 24, 2025, and April 3, 2025,

CMB.TECH acquired an additional 17,036,474

Golden Ocean common shares in the open

market. As of June 30, 2025, CMB.TECH,

indirectly through CMB.TECH Bermuda Ltd.

owned an aggregate of 98,400,204 Golden

Ocean common shares, representing 49.4% of

Golden Ocean’s outstanding voting shares.

On April 22, 2025, CMB.TECH and Golden Ocean

announced they signed the Term Sheet for a

stock-for-stock merger and subsequently on May

28, 2025, signed the Merger Agreement.

CMB.TECH is the surviving entity of the Merger.

On August 19, 2025, the stock-for-stock merger

of Golden Ocean with and into CMB.TECH

Bermuda Ltd., a wholly-owned subsidiary of

CMB.TECH with CMB.TECH Bermuda Ltd. as the

surviving company, and with CMB.TECH as the

issuer of the merger consideration shares, has

been approved. On August 20, 2025, the merger

was completed and each Golden Ocean common

share was canceled, and such shares (other than

shares that Golden Ocean, CMB.TECH,

CMB.TECH Bermuda or any of their respective

subsidiaries own) were automatically converted

into the right to receive 0.95 CMB.TECH ordinary

shares (subject to adjustment, pursuant to the

terms of the Merger Agreement). The

consideration transferred in shares amounts to

USD 1,461.4 million, representing the value of

95,952,934 newly issued CMB.TECH ordinary

shares with a valuation of USD 15.23 per share.

The subsequent acquisitions of Golden Ocean

shares as well as the merger are accounted for as

a step acquisition of the non-controlling interest

to equity on the basis of IFRS 10.B96.

Golden Ocean Group, is an international dry bulk

shipping group. The merger creates one of the

largest diversified listed maritime groups in the

world with a combined fleet of about 250

seagoing vessels (including newbuildings).

Following the merger, the free float of CMB.TECH

increased, which is beneficial for the liquidity of

the CMB.TECH ordinary shares.

Details of the fair value of identifiable assets and

liabilities acquired, purchase consideration and

goodwill are as follows (note that fair value was

not used as the measurement basis for assets

and liabilities that require a different basis, which

includes the office leases, contingent liabilities,

income taxes and defined benefit pension

plans):

118

CMB.TECH - Financial Report 2025


(in thousands of USD)	Note	Book value	Adjustment	Fair value
Vessels	8	2,935,213	536,848	3,472,061
Right-of-use assets	8	108,886	101,865	210,751
Intangible assets	9	396	—	396
Investments	26	53,236	—	53,236
Receivables	-	15,438	—	15,438
Current assets	-	186,736	—	186,736
Cash and cash equivalents	-	80,064	—	80,064
LT loans and borrowings	-	(884,455)	(6,161)	(890,616)
Non-current payables	-	(284,831)	(2,104)	(286,935)
Current liabilities	-	(382,432)	(3,185)	(385,617)
Total identifiable net assets acquired		1,828,251	627,263	2,455,514

(in thousands of USD)		Acquisition of the shares on March 12, 2025
Consideration transferred in cash		1,153,000		1,178,960
Share in equity	40.80%	79,930
Total identifiable net assets acquired	-	1,828,251		1,001,938

Goodwill		(595,321)		177,022

(in thousands of USD)		Subsequent acquisitions (transactions with non-controlling shareholders)
Consideration transferred in cash subsequent purchases				137,066
Share in equity	8.54%
Total non-controlling interest acquired				209,792

Movement of equity as a result of the step acquisition on non-controlling interest				(72,726)

119

CMB.TECH - Financial Report 2025


(in thousands of USD)		Merger (transactions with non-controlling shareholders)
Consideration transferred in shares			1,461,363
Share in equity	50.65%
Total non-controlling interest acquired			1,217,012

Movement of equity as a result of the step acquisition on non-controlling interest			244,352

Following the initial acquisition, 59.20% of the

revalued net assets is attributed to minority

interests. Based on the figures of March 12, 2025,

this amounts to USD 1,453.6 million.

Current assets are comprised of trade debtors,

inventory and deferred charges. Current liabilities

are primarily constituted by short-term loans and

borrowings, trade debts and accrued costs and

deferred income related to the shipping activities.

The acquired receivables had a fair value of USD

113.9 million at the acquisition date, with gross

contractual amounts receivable of USD

114.3 million, of which USD 0.4 million was

estimated at the acquisition date not to be

collectible.

Management has belief in the dry bulk market and

expects significant growth in the business.

CMB.TECH recognized the resulting goodwill on

the statement of financial position. This goodwill

is assessed for impairment annually.

Contribution to revenue and

profit/loss

Since their acquisition by the Group, the acquired

companies contributed revenue of USD

691.8 million and a loss of USD 2.9 million to the

Group's consolidated results for the period ended

December 31, 2025. If the acquisition had

occurred on 1 January 2025, management

estimates that the Group’s consolidated revenue

for the period ended December 31, 2025, would

have been USD 1,773.5 million and consolidated

profit for the period ended December 31,2025,

would have been USD 107.5 million.

Acquisition related costs

The Group incurred at December 31, 2025, USD

4.7 million of legal fees, mainly related to due

diligence costs, advisory fees and audit fees.

These acquisition-related costs for the business

combination were expensed as incurred and are

included in 'General and administrative expenses'.

Transaction costs directly attributable to the

bridge facility obtained to finance the acquisition

of the shares were included in the initial carrying

amount of the financial liability. These costs are

subsequently amortized over the life of the

instrument. As of December 31, 2025, an amount

of USD 17.5 million has been recognized in

'Finance expense' in the consolidated statement

of profit or loss.

Business combinations

completed in prior periods

On December 22, 2023 CMB.TECH and CMB NV

entered into a share purchase agreement for the

acquisition of 100% of the shares in CMB.TECH

Enterprises NV for a purchase price of USD

1,150.0 million in cash. The transaction was

approved by an Extraordinary General Meeting on

February 7, 2024 and has been completed on

February 8, 2024. The transaction has been

considered as a transaction under common

control and therefore IFRS 3 does not apply.

Hence book value accounting was applied which

resulted in the recognition of an adjustment of

USD 797.0 million in retained earnings to reflect

the difference between the consideration paid

and the identifiable net assets acquired.

120

CMB.TECH - Financial Report 2025

Note 26 - Investments

At fair value through profit or loss

As at December 31, 2025, the Group held equity

investments measured at fair value through

profit or loss amounting to USD 89.8 million.

These investments comprise a 10% equity

interest in Anglo-Eastern Univan Group Limited

of USD 45.0 million relates to the purchase of

10% of the shares of Anglo-Eastern Univan

Group Limited. and a 15.92% equity interest in

SwissMarine of USD 44.8 million, acquired

through the Golden Ocean transaction in 2025.

Both investments are classified within Level 3 of

the fair value hierarchy (see note 19). Changes

in fair value are recognised in profit or loss. here

was no material change in the fair value of either

investment during the year ended December 31,

2025 and, accordingly, no material fair value

gain or loss was recognised in profit or loss.

The Company received a dividend of

USD 5.4 million from Anglo-Eastern Univan

Group Limited during 2025.

121

CMB.TECH - Financial Report 2025

Equity-accounted investees


(in thousands of USD)	31 December 2025	31 December 2024
Assets
Interest in joint ventures	14,426	16,806
Interest in associates	7,095	—
TOTAL ASSETS	21,521	16,806

Associates


(in thousands of USD)	31 December 2025
Business Combinations	6,322
Group’s share of profit (loss) for the period	773
TOTAL LIABILITIES	7,095

122

CMB.TECH - Financial Report 2025

Joint Ventures

The following table contains a roll forward of the balance sheet amounts with respect to the Group’s joint ventures:


	Asset
(in thousands of USD)	Investments in equity accounted investees	Shareholders loans
Gross balance	597	850
Offset investment with shareholders loan	826	(826)
Balance at January 1, 2023	1,423	24

Reversal prior year offset investment with shareholders loan	(826)	826
Group's share of profit (loss) for the period	(927)	—
Gross balance	(330)	850
Offset investment with shareholders loan	848	(848)
Balance at 31 December 2023	518	2

Reversal prior year offset investment with shareholders loan	(848)	848
Group's share of profit (loss) for the period	920	—
Capital increase/(decrease) in joint ventures	3,796	—
Movement shareholders loans to joint ventures	—	4,485
Business combinations	12,399	11,638
Repayment capital provided to joint ventures	(475)	—
Gross balance	16,311	16,683
Offset investment with shareholders loan	495	(495)
Balance at 31 December 2024	16,806	16,188

Reversal prior year offset investment with shareholders loan	(495)	495
Group's share of profit (loss) for the period	(1,655)	—
Dividends received from joint ventures	(4,525)	—
Movement shareholders loans to joint ventures	—	3,403
Business combinations	2,089	—
Transfer to asset held for sale	(1,232)	—
Translation differences	1,832	1,743
Gross balance	12,820	21,829
Offset investment with shareholders loan	1,606	(1,606)

Balance at 31 December 2025	14,426	20,223

123

CMB.TECH - Financial Report 2025

The increase in investments in equity accounted investees and shareholders loans at December 31, 2024 is mainly due the acquisition of CMB.TECH Enterprises as

of February 2024.

The increase in investments in equity accounted investees and shareholders loans at December 31, 2025 is mainly due to the acquisition of Golden Ocean Group

Ltd as of March 12, 2025.


Joint ventures and associate	Segment	Description
Tankers Agencies (UK) Ltd	Euronav	Parent company of Tankers International Ltd
Tankers International LLC	Euronav	The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs
Bari Shipholding Ltd	Euronav	Formerly owner of 1 Suezmax, dormant company
be HYDRO bv	H2 Industry	BeHydro focusses on the development and sale of hydrogen combustion engines.
JPN H2YDRO CO. Ltd	H2 Industry	JPN H2YDRO CO. is the owner of a passenger ferry that is being deployed in the Japanese inland sea and is powered by a dual fuel hydrogen diesel combustion engine.
Cleanergy Solutions (Namibia) (Pty) Ltd	H2 Infra	Cleanergy Solutions (Nambia) (Pty) will develop green hydrogen production projects in Namibia.
FRS Windcat Offshore Logistics Gmbh	Windcat	FRS Windcat Offshore Logistics is a joint venture within the Windcat Group that owns 8 CTVs as per December 31, 2025. The aim of the joint venture is gaining market share in the German offshore wind market. Note that the joint venture also comprises a Polish entity, i.e. FRS Windcat Polska, with a similar purpose. However, this Polish entity is dormant.
TSM Windcat sas	Windcat	TSM Windcat is a joint venture within the Windcat Group that owns 7 CTVs as per December 31, 2025. The aim of the joint venture is gaining market share in the French offshore wind market.
United Freight Carriers LLC	Bocimar	United Freight Carriers LLC is a dry cargo vessel operator and logistics service provider that primarily focuses its activity around smaller bulk carriers with deadweight of up to 50,000 tonnes.
TFG Marine Pte. Ltd	Bocimar	TFG Marine Pte. Ltd., is a global supplier of marine fuels.

124

CMB.TECH - Financial Report 2025

Note 27 - Major exchange rates

The following major exchange rates have been used in preparing the consolidated financial statements:


	closing rates			average rates

1 XXX = x,xxxx USD	31 December 2025	31 December 2024	31 December 2023	2025	2024	2023
EUR	1.1750	1.0389	1.1050	1.1200	1.0860	1.0797
GBP	1.3465	1.2529	1.2715	1.3124	1.2806	1.2408

125

CMB.TECH - Financial Report 2025

Note 28 - Audit fees

The audit fees for the Group amounted to USD 2.7

million (2024: USD 2.1 million and 2023: USD 1.9

million). During the year the statutory auditor and

persons professionally related to him performed

additional audit related services amounting to USD

0.0 million (2024: USD 0.0 million and 2023: USD 0.1

million) and tax services for fees of USD 0.0 million

(2024: USD 0.0 million and 2023: 0.0 million).

Note 29 - Subsequent

events

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.

On January 7, 2026, the Company announced that it

has sold eight vessels, generating a gain of

approximately USD 269.2 million in total. The

Company 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 the first quarter of 2026.

On January 12, 2026, the Company announced

the VLCC Eburones (2026 - 319,000 dwt) has

been delivered.

On January 13, 2026, the Company took delivery

of the chemical tanker Bochem Callao (2026,

25,000 dwt).

On January 16, 2026, the Company increased its

ownership in the entity Cleanergy Solutions

Namibia to 100%.

On February 9, 2026, the Company announced it

has sold two VLCCs: Ingrid (2012 - 314,000 dwt)

and Ilma (2012 - 314,000 dwt). The sale will

generate a gain of approximately USD 98.2 million in

the second quarter of 2026, based on the net

sales price and book values. The vessels will be

delivered to their new owner in the second

quarter of 2026.

On February 24, 2026, the Company declared an

interim dividend of USD 0.16 per share, which is

expected to be paid on or about April 27, 2026.

On February 26, 2026, the Company announced

that Mr. Benoit Timmermans has decided to

resign as member of the Management Board of

CMB.TECH with effect as of May 1, 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 February 26, 2026, the Company announced

CMB.TECH has sold its share in the Tankers

International (TI) Pool to International Seaways

(INSW), closed on January 27, 2026.

On March 23, 2026, the Company announced the

VLCC Menapii (2026 - 319,000 dwt) has been

delivered.

On March 26, 2026, the Company sold the

Suezmax Sienna (2007 - 150,205 dwt) for a net

sale price of USD 41.9 million. 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.

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 April 8, 2026, the Company took delivery of

the Suezmax Cap Grace (2026 - 156,790 dwt).

126

CMB.TECH - Financial Report 2025

Note 30 - Statement on the true and fair

view of the consolidated financial

statements and the fair overview of the

management report

Mr. Patrick de Brabandere, Chairperson 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 December 31, 2025, which have been prepared in

accordance with International Financial Reporting Standards (IFRS) 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, and (b) the annual report includes a true and fair view of the

evolution of the activities, results and situation of CMB.TECH NV and the

entities included in the consolidation, and contains a description of the main

risks and uncertainties they may face.

127

CMB.TECH - Financial Report 2025

CMB.TECH NV Statutory Accounts 2025


Assets
in USD	31/12/2025	31/12/2024

FIXED ASSETS	5.972.427.486	3.050.150.932
Intangible assets	11	535.029

Tangible assets	1.312.841.820	1.414.327.560
Vessels	1.121.513.255	1.284.613.646
Land and buildings	0	0
Plant, machinery and equipment	0	0
Furniture and vehicles	104.065	275.045
Leasing and other similar rights	0	0
Other tangible assets	30.320	107.256
Assets under construction and advance payments	191.167.180	129.331.613

Financial assets	4.659.612.655	1.635.288.343
Enterprises accounted for using the equity method
1. Participating interests	4.659.606.563	1.635.282.251
2. Amounts receivable	0	0
Other companies
1. Participating interests	0	0
2. Amounts receivable	0	0
Other financial assets
1. Shares	0	0
2. Amounts receivable and cash guarantees	6.092	6.092

128

CMB.TECH - Financial Report 2025


CURRENT ASSETS	424.623.231	455.656.900
Amounts receivable after one year	0	0
Trade debtors	0	0
Other amounts receivable	0	0

Stocks and contracts in progress	9.125.423	9.422.260
Stocks
4. Goods purchased	9.125.423	9.422.260
Write Off Goods Purchased	0	0

Amounts receivable within one year	118.226.744	157.932.186
Trade debtors	91.805.666	142.539.365
Other amounts receivable	26.421.078	15.392.821

Investments	246.943.221	260.828.019
Own shares	246.943.221	260.828.019
Other investments and deposits	0	0

Cash at bank and in hand	14.164.453	16.950.209

Deferred charges and accrued income	36.163.390	10.524.226

TOTAL ASSETS	6.397.050.717	3.505.807.832

129

CMB.TECH - Financial Report 2025


Liabilities

in USD	31/12/2025	31/12/2024

CAPITAL AND RESERVES	3.684.648.539	2.122.366.211

Capital	343.439.903	239.147.506
Issued capital	343.439.903	239.147.506

Share premium account	1.817.556.741	460.485.953
Revaluation Surpluses	0	0

Reserves	353.852.949	353.852.949
Legal reserve	23.914.751	23.914.751
Reserves not available for distribution
1. Own shares	246.943.221	260.828.019
2. Other	590.002	590.002
Untaxed reserves	48.646.448	48.646.448
Reserves available for distribution	33.758.527	19.873.729

Result carried forward	1.169.798.946	1.068.879.803

PROVISIONS FOR LIABILITIES AND CHARGES	0	0

Provisions and deferred taxes	0	0
Provisions for liabilities and charges
3. Major repairs and maintenance	0	0
4. Other liabilities and charges	0	0

130

CMB.TECH - Financial Report 2025


CREDITORS	2.712.402.178	1.383.441.621
Amounts payable after one year	2.106.004.892	1.103.700.000
Financial debts
2. Unsubordinated debentures	0	0
3. Leasing and other similar obligations	0	0
4. Credit institutions	948.505.161	918.700.000
5. Convertible loans	0	0
6. Other amounts payable	1.157.499.731	185.000.000
Trade Debts
1. Suppliers	0	0
Other amounts payable	0	0

Amounts payable within one year	554.368.735	259.997.266
Current portion of amounts payable after one year	211.354.755	52.000.000
Financial debts
1. Credit institutions	165.409.165	62.801.505
2. Other loans	92.723.605	115.954.364
Trade debts
1. Suppliers	14.069.820	21.004.718
Advances received on contracts in progress	0	0
Taxes, remuneration and social security
1. Taxes	6.444	0
2. Remuneration and social security	3.954.376	724.659
Other amounts payable	66.850.570	7.512.020

Accrued charges and deferred income	52.028.551	19.744.355

TOTAL LIABILITIES	6.397.050.717	3.505.807.832

131

CMB.TECH - Financial Report 2025


Income Statement of CMB.TECH NV
in USD	31/12/2025	31/12/2024

Operating income	715.833.592	1.243.877.271
Turnover	459.670.695	637.505.793
Other operating income	256.162.897	24.386.256
Non-recurring Operating Income	0	581.985.222

Operating charges	333.078.484	408.637.272
Services and other goods	243.585.584	289.969.903
Remuneration, social security costs and pensions	11.536.821	8.708.388
Depreciation of and other amounts written off formation expenses,
intangible and tangible fixed assets	77.764.914	109.502.367
Increase (+)in amounts written off stocks,
contracts in progress and trade debtors	0	240.503
Decrease (-) in amounts written off stocks,
contracts in progress and trade debtors	0	0
Increase (+) in provisions for liabilities and charges	0	0
Decrease (-) in provisions for liabilities and charges	0	0
Other operating charges	191.165	216.111
Non-recurring Operating Charges	0	0

Operating result	382.755.108	835.239.999

Financial income	3.762.805	65.688.288
Recurring Financial Income	3.762.805	65.688.288
Income from financial fixed assets	0	39.800.000
Income from current assets	1.603.374	12.394.530
Other financial income	2.159.431	13.493.758
Non-recurring Financial Income	0	0

132

CMB.TECH - Financial Report 2025


Financial charges	208.457.437	119.683.356
Recurring Financial Charges	208.457.437	119.692.356
Interest and other debt charges	176.524.012	75.160.533
Amounts written down current assets excl trade debts, stocks	13.884.798	19.873.729
Other financial charges	18.048.627	24.658.094
Non-recurring Financial Charges	0	0

Profit for the year before taxes	178.060.476	781.235.931

Transfer from deferred taxes	0	0

Transfer to deferred taxes	0	0

Income taxes	1.697.193	1.966.773
Taxes	1.697.193	1.966.773
Adjustment of income taxes and write-back of tax provisions	0	0

Profit for the year	176.363.283	779.269.158

Transfer from Untaxed Reserves	0	0

Transfer to Untaxed Reserves	0	0

Profit for the year	176.363.283	779.269.158

133

CMB.TECH - Financial Report 2025

134

CMB.TECH - Financial Report 2025

Statutory auditor’s report to the general meeting

of CMB.TECH NV for the year ended 31 December

2025 (consolidated financial statements)

In the context of the statutory audit of the

consolidated financial statements of CMB.TECH

NV (‘the Company’) and its subsidiaries (together

referred to as 'the Group'), we hereby present our

statutory auditor’s report. It includes our report of

the consolidated financial statements and the

other legal and regulatory requirements. This

report is an integrated whole and is indivisible.

We have been appointed as statutory auditor by

the general meeting of 17 May 2023, following the

proposal formulated by the administrative body

issued upon recommendation of the Audit

Committee. Our statutory auditor’s mandate

expires on the date of the General

Meeting deliberating on the financial statements

closed on 31 December 2025. We have per-

formed the statutory audit of the consolidated

financial statements of the Group for three

consecutive years.

Report on the consolidated

financial statements

Unqualified opinion

We have performed the statutory audit of the

Group’s consolidated financial statements, which

comprise the consolidated statement of financial

position as at 31 December 2025, and the

consolidated statement of profit or loss and other

comprehensive income, the consolidated state-

ment of changes in equity and the consoli-dated

statement of cash flows for the year then ended,

and notes, comprising material accounting policy

information and other explanatory information,

and which is character-ized by a consolidated

statement of financial position total of 8.405,6

million USD and for which the consolidated

statement of profit or loss shows a profit for the

year of 139,1 million USD.

In our opinion, the consolidated financial

statements give a true and fair view of the

Group’s net equity and financial position as at 31

December 2025, as well as of its consolidated

financial performance and its consolidated cash

flows for the year then ended, in accordance with

the IFRS Accounting Standards as adopted by the

European Union and with the legal and regulatory

requirements applicable in Belgium.

Basis for our unqualified opinion

We conducted our audit in accordance with

International Standards on Auditing (ISA) as

applicable in Belgium. Our responsibilities under

those standards are further described in the

'Statutory auditor's responsibilities for the audit of

the consolidated financial statements' section in

this report. We have complied with all the ethical

requirements that are relevant to the audit of

consolidated financial statements in Belgium,

including those concerning independence.

We have obtained from the administrative body

and company officials the explanations and

information necessary for performing our audit.

We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a

basis for our opinion.

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CMB.TECH - Financial Report 2025

Key audit matter

Key audit matters are those matters that, in our

professional judgment, were of most significance

in our audit of the consolidated financial state-

ments of the current year. These matters were

addressed in the context of our audit of the

consolidated financial statements as a whole, and

in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

Assessment of impairment indicators for

vessels in the Marine division

As discussed in Note 1 and Note 8 to the

consolidated financial statements, at each

reporting date, the Company evaluates the

carrying value of vessels for impairment at the

level of the cash generating unit (CGU), by

identifying events or changes in circumstances

that indicate the carrying value of these CGUs

may not be recoverable. The Company did not

identify impairment indicators for its CGUs

included in the Marine division as of 31 December

2025.

We identified the assessment of the potential

impairment indicators over the carrying value of

vessels included in the Marine division as a key audit

matter. As discussed in Note 2 to the consolidated

financial statements, the net carrying value of

vessels in the Marine division (vessels and assets

under construction) amounts to 7.062 million USD

representing 84% of the Company’s total assets.

The Company's evaluation of the existence of

impairment indicators considers both internal and

external data, such as vessel and raw materials

supply and demand trends, and changes in the

extent and manner in which vessels are expected to

be used. The assessment of these potential

indicators on each CGU requires a high degree of

auditor judgment. This is due to the existence of

unobservable information

and the unpredictability of global macroeconomic

and geopolitical conditions affecting freight rates

over the CGU’s useful life.

The following are the primary procedures we

performed to address this key audit matter:

– We evaluated the design and tested the

operating effectiveness of the internal control

related to the assessment of the existence of

internal and external impairment indicators;

and

– We evaluated the information and assumptions

used by the Company in its assessment of the

existence of impairment indicators by comparing

information such as vessel and raw materials

supply and demand trends, and changes in the

extent and manner in which vessels are

expected to be used, to historical information,

external third-party information such as brokers’

valuation reports and other industry data as well

as to internal data.

– We audited the accuracy and completeness of

the related disclosures in the consolidated

financial statements.

Business combination with Golden Ocean

Group Limited

As described in note 25 to the consolidated

financial statements, on 4 March 2025, the

Company entered into a share purchase

agreement with Hemen Holdings Limited

(Hemen) to purchase all of Hemen's 81,363,730

common shares of Golden Ocean Group Limited

(Golden Ocean) at a purchase price of $14.49 per

common share. Following the closing of the

Share Purchase on 12 March 2025, CMB.TECH

held 40.8% of Golden Ocean's outstanding

common shares. As of that date, the acquisition is

accounted for as a business combination using

the acquisition method in accordance with IFRS 3,

with CMB.TECH as the accounting acquirer.

We identified the business combination with

Golden Ocean as a key audit matter because of

the significance of the impact of the transaction

on the consolidated financial statements, the

amount of required auditor effort and the

significant judgement involved in determining the

date of obtaining control in accordance with IFRS

10. In particular, the Company initially acquired an

equity interest of 40.8% and concluded de facto

control was obtained through voting rights, as

CMB.TECH held significantly more voting rights

than any other shareholder or organized group of

shareholders based on observed voting patterns

at the three most recent shareholder meetings. In

addition, the bylaws stated that any question

proposed for consideration at a shareholder

meeting only needed a simple majority of votes.

The following are the primary procedures we

performed to address this key audit matter:

– We evaluated the design and tested the

operating effectiveness of the internal control

related to management’s process over the

business combination;

– We analyzed the terms and conditions in

the share purchase agreement and

assessed the accounting treatment of the

consideration transferred and the assets

and liabilities acquired in accordance with

IFRS 3 and IFRS 10;

– We corroborated the judgement on the

determination of the date of control with

supporting evidence on voting patterns in the

three most recent shareholder meetings;

– We audited the accuracy and completeness of

the related disclosures in the consolidated

financial statements.

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CMB.TECH - Financial Report 2025

Responsibilities of the administrative

body for the drafting of the

consolidated financial statements

The administrative body is responsible for the

preparation of consolidated financial statements

that give a true and fair view in accordance with

the IFRS Accounting Standards as adopted by the

European Union and with the legal and regulatory

provisions applicable in Belgium, and for such

internal control as the administrative body

determines is necessary to enable the preparation

of consolidated financial statements that are free

from material misstatements, whether due to

fraud or error.

In preparing the consolidated financial statements,

the administrative body is responsible for

assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters

related to going concern and using the going

concern basis of accounting unless the

administrative body either intends to liquidate the

Group or to cease operations, or has no realistic

alternative but to do so

Statutory auditor’s responsibilities

for the audit of the consolidated

financial statements

Our objectives are to obtain reasonable

assurance about whether the consolidated

financial statements as a whole are free from

material misstatement, whether due to fraud or

error, and to issue a statutory auditor’s report that

includes our opinion.

Reasonable assurance is a high level of

assurance, but it is not a guarantee that an audit

conducted in accordance with ISAs will always

detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are

considered material if, individually or in the

aggregate, they could reasonably be expected to

influence the economic decisions of users taken on

the basis of these consolidated financial statements.

When executing our audit, we respect the legal,

regulatory and normative framework applicable for

the audit of the consolidated financial statements in

Belgium. However, a statutory audit does not

guarantee the future viability of the Group, neither

the efficiency and effectiveness of the management

of the Group by the administrative body. Our

responsibilities regarding the continuity assumption

applied by the administrative body are described

below. As part of an audit in accordance with ISAs,

we exercise professional judgment and maintain

professional skepticism throughout the audit. We

also:

– Identify and assess the risks of material

misstatement of the consolidated financial

statements, whether due to fraud or error,

design and perform audit procedures

responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to

provide a basis for our opinion. The risk of not

detecting a material misstatement resulting

from fraud is higher than for one resulting

from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresen-

tations, or the override of internal control;

– Obtain an understanding of internal control

relevant to the audit in order to design audit

procedures that are appropriate in the

circumstances, but not for the purpose of

expressing an opinion on the effectiveness of

the Group’s internal control;

– Evaluate the appropriateness of accounting

policy information used and the reasonable-

ness of accounting estimates and related

disclosures made by the administrative body;

– Conclude on the appropriateness of the

administrative body’s use of the going

concern basis of accounting and, based on

the audit evidence obtained, whether a

material uncertainty exists related to events or

conditions that may cast significant doubt on

the Group’s ability to continue as a going

concern. If we conclude that a material

uncertainty exists, we are required to draw

attention in our statutory auditor’s report to the

related disclosures in the consolidated

financial statements or, if such disclosures are

inadequate, to modify our opinion. Our

conclusions are based on the audit evidence

obtained up to the date of our statutory

auditor’s report. However, future events or

conditions may cause the Group to cease to

continue as a going concern;

– Evaluate the overall presentation, structure

and content of the consolidated financial

statements and whether the consolidated

financial statements represent the underlying

transactions and events in a manner that

achieves fair presentation;

– Obtain sufficient appropriate audit evidence

regarding the financial information of the

entities or business activities within the Group

to express an opinion on the consolidated

financial statements. We are responsible for

the management, the supervision and the

performance of the Group audit. We assume

full responsibility for the auditor’s opinion.

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CMB.TECH - Financial Report 2025

We communicate with the Audit Committee

regarding, among other matters, the planned

scope and timing of the audit and significant audit

findings, including any significant deficiencies in

internal control identified during the audit.

We also provide the Audit Committee with a

statement that we respected the relevant ethical

requirements relating to independence, and we

communicate with them about all relationships

and other issues which may influence our

independence, and, if applicable, about the

related measures to guarantee our independence.

From the matters communicated with the Audit

Committee, we determine those matters that were

of most significance in the audit of the con-

solidated financial statements of the current year,

and are therefore the key audit matters. We

describe these matters in our statutory auditor’s

report, unless law or regulation precludes public

disclosure about the matter.

Other legal and regulatory

requirements

Responsibilities of the administrative

body

The administrative body is responsible for the

preparation and the contents of the director’s

report on the consolidated financial statements,

and the other information included in the annual

report on the consolidated financial statements.

Responsibilities of the statutory

auditor

In the context of our mission and in accordance with

the Belgian standard (revised version 2023) which is

complementary to the International Standards on

Auditing (ISA) as applicable in Belgium, it is our

responsibility to verify, in all material aspects, the

director’s report on the consolidated financial

statements and the other information included in the

annual report on the consolidated financial

statements, and to report on these elements.

Aspects relating to the director’s

report on the consolidated financial

statements and to the other

information included in the annual

report on the consolidated financial

statements

In our opinion, after having performed specific

procedures in relation to the director’s report, this

director’s report is consistent with the consolidated

financial statements for the same financial year,

and it is prepared in accordance with article 3:32

of the Code of companies and associations.

In the context of our audit of the consolidated

financial statements, we are also responsible for

considering, in particular based on the knowledge

we have obtained during the audit, whether the

director’s report on the consolidated financial

statements and the other information included in

the annual report on the consolidated financial

statements, namely:

– Shareholder letter, Key Figures and Our

Governance; and

– Activities and achievements; contain a

material misstatement, i.e. information which

is inadequately disclosed or otherwise mis-

leading. Based on the procedures we have

performed, there are no material misstate-

ments we have to report to you.

Statement concerning

independence

– Our audit firm and our network did not provide

services which are incompatible with the

statutory audit of the consolidated financial

statements and our audit firm remained

independent of the Group during the term of

our mandate.

– The fees related to additional services which

are compatible with the statutory audit as

referred to in article 3:65 of the Code of

companies and associations were duly

itemised and valued in the notes to the

consolidated financial statements.

European Single Electronic Format

(ESEF)

In accordance with the standard concerning the

audit of conformity of the annual report with the

European Single Electronic Format (hereinafter

“ESEF”), we also audited the conformity of the

ESEF format with the regulatory technical

standards established by the European Delegated

Regulation No. 2019/815 of 17 December 2018

(hereinafter: “Delegated Regulation”) and with the

royal decree of 14 November 2007, concerning

the obligations of issuers of financial instruments

that are admitted to trade on a regulated market.

The administrative body is responsible for

preparing an annual report in accordance with

ESEF requirements, including the consolidated

financial statements in the form of an electronic file

in ESEF format (hereinafter "digital consolidated

financial statements").

It is our responsibility to obtain sufficient and

appropriate supporting information to conclude

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CMB.TECH - Financial Report 2025

that the format of the annual report and mark-up

language XBRL of the digital consolidated financial

statements comply in all material aspects with the

ESEF requirements under the Delegated

Regulation and with the royal decree of 14

November 2007. Based on our work, we believe

the digital format of the annual report and the

tagging of information in the official English version

of the consolidated financial statements included in

the annual report of CMB.TECH NV as of 31

December 2025, and which will be available in the

Belgian official mechanism for the storage of

regulated information (STORI) of the FSMA, are in

all material respects in accordance with the ESEF

requirements pursuant to the Delegated Regulation

and the royal decree of 14 November 2007.

Other statements

This report is in compliance with the contents of

our additional report to the Audit Committee as

referred to in article 11 of regulation (EU) No

537/2014.

Antwerp, 20 April 2026

BDO Bedrijfsrevisoren BV

Statutory auditor

Represented by Veerle Catry*

Auditor

*Acting for a company