Euronav NV [EURN] Filings

20-F 1 eurn-20231231.htm 20-F eurn-20231231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)


[ ]			REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


[X]			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the fiscal year ended December 31, 2023


[ ]			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			For the transition period from _________________ to _________________


[ ]			SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			Date of event requiring this shell company report _________________

Commission file number 001-36810


EURONAV NV
(Exact name of Registrant as specified in its charter)


(Translation of Registrant's name into English)


Belgium
(Jurisdiction of incorporation or organization)


De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Address of principal executive offices)


Ludovic Saverys, Tel: +32-3-247-44-11, management@euronav.com, De Gerlachekaai 20, 2000 Antwerpen, Belgium
(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	EURN	New York Stock Exchange

Securities registered or to be registered pursuant to section 12(g) of the Act.


NONE
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.


NONE
(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

220,024,713 Ordinary Shares (of which 25,544,107 are Treasury Shares), no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company.. See the definitions of "large accelerated filer","accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x

Accelerated filer ☐

Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


						U.S. GAAP


X						International Financial Reporting Standards as issued by the International Accounting Standards Board


						Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17

Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

TABLE OF CONTENTS


		Page
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	35
ITEM 4A.	UNRESOLVED STAFF COMMENTS	73
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	74
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	97
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.	111
ITEM 8.	FINANCIAL INFORMATION	112
ITEM 9.	OFFER AND THE LISTING	114
ITEM 10.	ADDITIONAL INFORMATION	115
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	136
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	136
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	137
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	137
ITEM 15.	CONTROLS AND PROCEDURES	137
ITEM 1 6 .	[RESERVED]	138
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	138
ITEM 16B.	CODE OF ETHICS	138
ITEM 16C.	PRINCIPAL ACCOUNTING FEES AND SERVICES	139
ITEM 16D.	EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES	140
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES	143
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	140
ITEM 16G.	CORPORATE GOVERNANCE	140
ITEM 16H.	MINE SAFETY DISCLOSURE	141
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	145
ITEM 16J.	INSIDER TRADING POLICIES	145
ITEM 16K.	CYBERSECURITY	145
ITEM 17.	FINANCIAL STATEMENTS	144

TABLE OF CONTENTS


ITEM 18.	FINANCIAL STATEMENTS	144
ITEM 19.	EXHIBITS	145

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words "believe," "expect," "anticipate," "estimate," "intend," "seek", "plan," "target," "project," "potential", "continue", "contemplate", "possible", "likely," "may," "might", "will," "would," "could" and similar expressions, terms, or phrases may identify forward-looking statements.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated by reference herein, important factors that, in our view, could cause our actual results and developments to differ materially from those discussed in the forward-looking statements include, but are not limited to:

•The strength of world economies, including the central bank policies intended to combat overall inflation and rising interest rates, and adverse fluctuations of foreign exchange rates;

•General market conditions, including the market for crude oil and for our vessels, significant fluctuations in charter rates, spot charter rates and vessel values (including residual values and steel prices);

•The state of the global financial markets which may adversely impact availability of additional financing and refinancing at rates and on terms acceptable to us, as well as our ability to obtain such, or to comply with the restrictive and other covenants in our financing arrangements, or to obtain hedging instruments at reasonable costs;

•Our ability to secure available and future grants and subsidies;

•Our business strategy and other plans and objectives for growth and future operations, including planned and unplanned capital expenditures, or failure to execute on our strategy to procure low sulfur fuel oil at reasonable prices and the associated commodity risk;

•Our ability to generate cash to meet our debt service and other obligations;

•Our levels of operating and maintenance costs, including fuel and bunker costs, drydocking and insurance costs;

•Potential liability from pending or future litigations;

•Environmental, Social and Governance (ESG) expectations of investors, banks and other stakeholders and related costs of compliance with our ESG targets and objectives, and in particular failure to meet our targets under our decarbonization strategy, making our fleet future proof ("green') and failure to find and execute on related partnerships;

•Our dependence on key personnel and the availability of skilled workers, including seafarers, and the related labor costs;

•The failure to protect our information systems against security breaches, or the failure or unavailability of these systems for a significant period of time, as a result of cyber-attacks which may disrupt our business operations, and our inability to secure cyber-insurance at reasonable costs;

•General domestic and international geopolitical conditions, including trade tensions between China and the United States, trade wars and disagreements between oil producing countries, including illicit crude oil trades;

•The shift from oil towards other energy sources such as electricity, natural gas, liquefied natural gas, hydrogen, ammonia or other fuels for which there would be no need for maritime transportation;

•Technology and product risk including those associated with energy transition, fleet/systems rejuvenation to alternative propulsion, and availability of green fuel at strategic locations;

•International sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including those taken in connection with the ongoing conflict between Russia and Ukraine and between Israel and Hamas, and the ability of governments to provide enforcement or protection measures thereof;

•Any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or FCPA, or other applicable regulations relating to bribery;

•Volatility of interest rate benchmarks under our financial agreements (under the Secured Overnight Financing Rate SOFR);

•Potential disruption of shipping routes due to accidents, environmental factors (such as severe weather events at sea or at port locations), political events, public health threats, international hostilities including the ongoing developments in the Ukraine and Red Sea region, acts by terrorists or acts of piracy on ocean-going vessels;

•Vessel breakdowns and instances of off-hire;

•The supply of and demand for vessels comparable to ours, including against the background of possibly accelerated climate change transition worldwide which would have an accelerated negative effect on the demand for oil and thus maritime transportation of crude oil;

•Reputational risks, including related to climate change and the nature of our business, and our inability to adapt our business model in the face of any rapid decline in oil consumption;

•Compliance with governmental, tax (including carbon related), environmental (including emissions reductions) and safety regulations and regimes and related costs;

•Potential liability from future litigations related to claims raised by public-interest organizations or activism with regard to failure to adapt to or mitigate climate impact;

•Increased cost of capital or limiting access to funding due to EU Taxonomy or relevant territorial taxonomy regulations;

•Any non-compliance with existing environmental regulations such as but not limited to (i) the amendments by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or IMO, (the amendments hereinafter referred to as IMO 2020), to Annex VI to the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, which reduced the maximum amount of sulfur that vessels may emit into the air as from January 1, 2020; (ii) the International Convention for the Control and Management of Ships' Ballast Water and Sediments or BWM which applies to us as of September 2019; (iii) the EC Fit-for-55 regulation and specifically with EU Emission Trading Schemes Maritime and FuelEU Maritime; (iv) the European Ship Recycling regulation for large commercial seagoing vessels flying the flag of a European Union or EU, Member State which forces shipowners to recycle their vessels only in safe and sound vessel recycling facilities included in the European List of ship recycling facilities which is applicable as of January 1, 2019;

•New environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or imposed by regional or national authorities such as the European Union or individual countries;

•Our incorporation under the laws of Belgium and the different rights to relief that may be available compared to other countries, including the United States;

•Treatment of the Company as a "passive foreign investment company" by U.S. tax authorities;

•The failure of counterparties to fully perform their contracts with us, and in particular our ability to obtain indemnities from customers;

•Adequacy of insurance coverage;

•Changes in laws, treaties or regulations;

•The inability of our subsidiaries to declare or pay dividends; and

•The losses from derivative instruments.

These factors and the other risk factors described in this annual report and other reports that we furnish or file with the U.S. Securities and Exchange Commission or the SEC, are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward-looking statements are made only as of the date of this annual report. These forward-looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Throughout this report, all references to "Euronav", the "Company", "we", "our", and "us" refer to Euronav NV and its subsidiaries and all references to "Euronav NV" refer to Euronav NV and not to its subsidiaries. Unless otherwise indicated, all references to "U.S. dollars", "USD", "dollars", "US$" and "$" in this annual report are to the lawful currency of the United States of America and references to "Euro", "EUR", and "€" are to the lawful currency of Belgium.

We refer to our "U.S. Shares" as those shares of Euronav with no par value that are reflected in the U.S. component of our share register, or the U.S. Register, that is maintained by Computershare Trust Company N.A, or Computershare, our U.S. transfer agent and registrar, and are formatted for trading on the New York Stock Exchange, or the NYSE. The U.S. Shares are identified by CUSIP B38564 108. We refer to our "Belgian Shares" as those shares of Euronav with no par value that are reflected in the Belgian component of our share register, or the Belgian Register, that is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), or Euroclear Belgium, our agent, and are formatted for trading on Euronext Brussels. The Belgian Shares are identified by ISIN BE0003816338. Our U.S. Shares and our Belgian Shares taken together are collectively referred to as our "ordinary shares." For further discussion of the maintenance of our share register, please see "Item 10. Additional Information —B. Memorandum and Coordinated Articles of Association—Share Register."

A. [Reserved]

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Investing in our securities involves risk. We expect to be exposed to some or all of the risks described below in our future operations. Risks to us include, but are not limited to, the risk factors described below. Any of the risk factors described below could affect our business operations and have a material adverse effect on our business activities, financial condition, results of operations and prospects and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks which would compound the adverse effect of such risks on our business activities, financial condition, results of operations and prospects. Investors in our securities could lose all or part of their investment. You should carefully consider the following information in conjunction with "Risk Factors Summary" provided earlier in this report and the other information contained or incorporated by reference in this report. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequence.

Summary of Risk Factors

•The tanker industry is cyclical and volatile, which may lead to reductions and volatility in charter rates, vessel values, earnings and available cash flow.

•A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

•We are dependent on spot charterers and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any.

•We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in the best interests of the Company.

•Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.

•Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (ESG) policies may impose additional costs on us or expose us to additional risks.

•Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

•We depend on our executive officers and employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.

•Rising fuel prices may adversely affect our profits.

•We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

•In the highly competitive international market, we may not be able to compete effectively for charters.

•We are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

•The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows, ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

•If economic conditions throughout the world decline, this will impede our results of operations, financial condition and cash flows.

•An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

•A shift in consumer demand from oil towards other energy sources may have a material adverse effect on our business.

•Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and refined products worldwide.

•Changes to trade patterns for oil and oil products may have a material adverse effect on our business.

•Lack of technological innovation to meet quality and efficiency requirements could reduce our charter hire income and the value of our vessels. Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

•If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations, or other applicable governmental authorities, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.

•Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.

•Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flow.

•Volatility of interest rates benchmarks under our financial agreements could affect our profitability, earnings and cash flow.

•Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

•Dependence on third party service providers.

•We are subject to complex laws and regulations, including environmental laws and regulations that can increase our liability and adversely affect our business, results of operations and financial condition.

•We are subject to international safety regulation and if we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

•Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

•Regulations relating to ballast water discharge may adversely affect our revenues and profitability.

•Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

•United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax consequences to United States shareholders.

•We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.

•Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to any dividends or other distributions made by us.

•Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

•Changes in tax regulations from other countries we are involved with due to our global trade may affect our business and future operations.

•Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.

•The price of our ordinary shares has fluctuated in the past, has been volatile and may be volatile in the future, and as a result, investors in our ordinary shares could incur substantial losses.

•From time to time our Supervisory Board may authorize a share buyback within the Belgian legal framework. There is no guarantee that we will repurchase shares at a level anticipated by stockholders or at all, which could reduce returns to our stockholders. Once authorized, decisions to repurchase our ordinary shares will be at the discretion of our Management Board, based upon a review of relevant considerations.

•Although we have a dividend policy that includes a fixed component, we cannot assure you that we will declare or pay any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period

•Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

•We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

•Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.

•Any shareholder acquiring 30% or more of our issued ordinary shares are required to make a mandatory unconditional public takeover bid.

•We may fail to realize the anticipated benefits of the CMB.TECH Transaction

•We have incurred and may continue to incur significant transaction and integration-related costs in connection with the CMB.TECH Transaction.

•We are subject to certain financing restrictions and changes in covenants as a result of the CMB.TECH Transaction.

•Our planned expansion from the tanker sector to the sectors involved in CMB.TECH's business entails certain risks and uncertainties

•Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders

Risks Relating to our Business (Prior to the CMB.TECH Transaction)

The tanker industry is cyclical and volatile, which may lead to reductions and volatility in charter rates, vessel values, earnings and available cash flow.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity caused by changes in the supply and demand for oil and oil products. The carrying values of our vessels or our floating, storage and offloading (FSO) vessels may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates relating to, among other things, vessel values, future freight rates, earnings from the vessels, discount rates, residual values and economic life of vessels. Many of these items have historically experienced volatility and both charter rates and vessel values tend to be cyclical. Declines in charter rates, vessel values and other market deterioration could cause us to incur impairment charges. In addition, if the book value of a vessel is impaired due to unfavorable market conditions, or if a vessel is sold at a price below its book value, we would incur a loss that could adversely affect our operating results.

In general, the factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable. A worsening of current global economic conditions may cause tanker charter rates to decline and thereby adversely affect our ability to charter or re-charter our vessels and any renewal or replacement charters that we enter into, may not be sufficient to allow us to operate our vessels profitably.

The main factors that influence demand for tanker capacity include:

•Supply of and demand for and seaborne transportation of oil and petroleum products;

•Changes in the consumption of oil and petroleum products due to availability of new, alternative energy sources or changes in the price of oil and petroleum products relative to other energy sources or other factors making consumption of oil and petroleum products less attractive;

•Increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve or the conversion of existing non-oil pipelines to oil pipelines in those markets;

•Regional availability of refining capacity and inventories compared to geographies of oil production regions;

•National policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix);

•Any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries;

•Global and regional economic and political conditions and developments, armed conflicts including the conflict between Russia and Ukraine as well as the conflict between Israel and Hamas and thereof numerous vessel attacks and piracy in the Red Sea area, terrorist activities, trade wars, public health threats, tariffs embargoes, illicit trades of crude oil and strikes;

•Currency exchange rates, most importantly versus USD;

•Changing trade patterns and the distance over which the oil and the oil products are to be moved by sea;

•Changes in seaborne and other transportation patterns, including shifts in transportation demand between crude oil and refined oil products and the distance they are transported by sea;

•Changes in governmental or maritime self-regulatory organizations' rules and regulations or actions taken by regulatory authorities;

•Environmental and other legal and regulatory developments;

•Developments in international trade, including those relating to the imposition of tariffs and the increased vessel attacks and piracy in the Red Sea in connection with the conflict between Israel and Hamas; and

•International sanctions, embargoes, import and export restrictions, nationalizations and wars.

The factors that influence the supply of tanker capacity include:

•The demand for alternative energy resources;

•The number of newbuilding orders and deliveries, including slippage in deliveries, as may be impacted by the availability of financing for shipping activity;

•The degree of recycling of older vessels, depending, among other things, on recycling rates and international recycling regulations;

•Oil product imbalances (affecting the level of trading activity) and developments in international trade;

•The number of conversions of tankers to other uses;

•Business disruptions, including supply chain issues, due to natural or other disasters, or otherwise;

•The number of vessels that are out of service, laid up, dry-docked or used as storage units or blocked in port or canal congestions; and

•Environmental concerns and uncertainty around new regulations in relation to amongst others new technologies which may delay the ordering of new vessels.

We anticipate that the future demand for our tankers will be dependent upon economic growth in the world's economies, seasonal and regional changes in demand, changes in the capacity of the global tanker fleet and the sources and supply of oil and petroleum products to be transported by sea. Given the number of new tankers currently on order with shipyards, the capacity of the global tanker fleet seems likely to increase and there can be no assurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could have a material adverse effect on our business and operating results.

Furthermore, the conflict in Ukraine combined with inflationary pressures and/or supply chain disruptions across most major economies have negatively impacted certain of the countries in which we operate in and may lead to a global economic slowdown, which might in turn adversely affect demand for our vessels. In particular, the conflict in Ukraine and related sanctions measures imposed against Russia has and is disrupting energy production and trade patterns, including shipping in the Black Sea and elsewhere, and has impacted fuel prices. Additional disruptions to shipping routes have been experienced as a result of attacks on commercial vessels in the Red Sea. Since 2022, various jurisdictions have imposed additional sanctions against Russia, including directly targeting the maritime transport of goods originating from Russia, such as of oil products. Such measures, and the response of targeted jurisdictions to them, have disrupted trade patterns of certain of the goods which we transport and have correspondingly impacted charter rates for the transport of such goods. As the number of jurisdictions imposing sanctions upon Russia grows and/or the nature of sanctions being imposed evolves, the charter rates we are able to obtain could begin to weaken.

Declines in oil and natural gas prices or decreases in demand for oil and natural gas for an extended period of time, or market expectations of potential decreases in these prices and demand, could negatively affect our future growth in the tanker and offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies' capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. Sustained periods of high oil prices on the other hand may be destructive for demand. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies or decrease in the demand for oil and natural gas could reduce our revenues and materially harm our business, results of operations and cash available for distribution (see also "Peak Oil" below).

A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2023, Valero Energy Corporation, or Valero, accounted for 6.48% of our total revenues in our tankers segment. In addition, our only FSO customer for both of our FSO's as of December 31, 2023, was North Oil Company which accounted for 5% of our revenues as of such date. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer's failure to make charter payments to us because of financial inability, disagreements with us or otherwise.

In addition, a charterer may exercise its right to terminate the charter if, among other things:

•The vessel suffers a total loss or is damaged beyond repair;

•We default on our obligations under the charter, including prolonged periods of vessel off-hire;

•War, sanctions, or hostilities significantly disrupt the free trade of the vessel;

•The vessel is requisitioned by any governmental authority; or

•A prolonged force majeure event occurs, such as war, piracy, terrorism, global pandemic or political unrest, which prevents the chartering of the vessel, in each case in accordance with the terms and conditions of the respective charter.

In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications such as if average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. Additionally, compensation under our FSO service contracts is based on daily performance and/or availability of each FSO in accordance with the requirements specified in the applicable FSO service contracts. The charter payments we receive under our FSO service contracts may be reduced or suspended (as applicable) if the vessel is idle, but available for operation, or if a force majeure event occurs, or we may not be entitled to receive charter payments if the FSO is taken out of service for maintenance for an extended period, or the charter may be terminated if these events continue for an extended period. In addition, our FSO service contracts have day rates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, our FSO service contracts include yearly escalation provisions. These provisions are designed to compensate us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable escalation provisions.

If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favourable to us as our current charters, or at all. We are exposed to changes in the spot market rates associated with the deployment of our vessels. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charter hire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

We are dependent on spot charterers and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any.

As of December 31, 2023, 35 of our vessels were employed in the spot market, of which 29 of our vessels were employed in the Tankers International (TI) Pool, in which we were a founding member in 2000, nine of our vessels were employed on long-term charters, of which the average remaining duration is 3.1 years, including five vessels with profit sharing components. The number of vessels employed in the spot market and on long-term charters can vary depending on various factors attendant to the shipping industry.

We will be exposed to prevailing charter rates in the crude tanker sectors when these vessels' existing charters expire, and to the extent the counterparties to our fixed-rate charter contracts fail to honor their obligations to us. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent travelling in ballast to pick up cargo. When the current charters for our fleet expire or are terminated, it may not be possible to re-charter these vessels at similar rates, or at all, or to secure charters for any vessels we agree to acquire at similarly profitable rates, or at all. As a result, we may have to accept lower rates or experience off hire time for our vessels, which would adversely impact our revenues, results of operations and financial condition.

The spot market is very volatile and there have been and will be periods when spot charter rates decline below the operating cost of vessels. If future spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends, if any, in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

We continuously evaluate potential transactions that we believe will be accretive to earnings, enhance shareholder value or are in the best interests of the Company.

We continuously evaluate potential transactions, such as business combinations, as well as the acquisition of vessels or related businesses, the expansion of our operations, repayment of existing debt, share repurchases, short term investments or other transactions, that we believe will be accretive to earnings, enhance shareholder value or are in the best interest of the Company. The diversion of management's attention, any delays or difficulties encountered in connection with a potential transaction, the failure to realize any or all of the anticipated benefits of the transaction or the ability to close such transaction within the time periods anticipated may have material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

Potential organizational changes may impact us, potentially resulting in loss of business and the loss of key employees or declines in employee productivity. Uncertainties associated with any senior management transitions could lead to concerns from current and potential third parties with whom we do business, any of which could hurt our business prospects. Turnover in key leadership positions within the Company, or any failure to successfully integrate key new hires or promoted employees, may adversely impact our ability to manage the Company efficiently and effectively, could be disruptive and distracting to management and may lead to additional departures of existing personnel, any of which could have a material adverse effect on our business, operating results, financial results and internal controls over financial reporting.

Our business is affected by macroeconomic conditions, including rising inflation, interest rates, market volatility, economic uncertainty and supply chain constraints.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets. For instance, inflation has negatively impacted us by increasing our labor costs, through higher wages and higher interest rates, and operating costs. Supply chain constraints have led to higher inflation, which if sustained could have a negative impact on our product development and operations. If inflation or other factors were to significantly increase, our business operations may be negatively affected. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all, in order to fund our operations. Increased inflation, including rising prices for items, such as fuel, parts and components, freight, packaging, supplies, labor and energy increases the Company's operating costs. The Company does not currently use financial derivatives to hedge against volatility in commodity prices. The Company uses market prices for materials, fuel, parts and components. The Company may be unable to pass these rising costs onto its customers. To mitigate this exposure, the Company attempts to include cost escalation clauses in its longer-term marine transportation contracts whereby certain costs, including fuel, can largely be passed through to its customers. Results of operations and margin performance can be negatively affected if the Company is

unable to mitigate the impact of these cost increases through contractual means and is unable to increase prices to sufficiently offset the effect of these cost increases.

In 2023, the tanker market was strongly impacted by geopolitical events. United States and EU/G7 sanctions against Russian oil products officially took effect on February 5, 2023, which reinforced the trade on tonne mile recalibration that had already begun in 2022 in anticipation of the sanctions. In early October 2023, a military conflict in the Middle East and subsequent attacks in the region and against vessels forced several vessels to reroute away from the Red Sea. This added to the ton-mile growth already seen from the sanctions against Russia.

Geopolitical factors and restrictions on Panama Canal transits similarly resulted in longer sailing patterns. The consequent trade recalibration towards longer haul trade led to a change in tanker freight rates towards higher average levels and increased rate volatility.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (ESG) policies may impose additional costs on us or expose us to additional risks.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights in recent years, and have placed increasing importance on the implications and social costs of their investments.

In February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the "Task Force"). The Task Force's goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment. To implement the Task Force's purpose, the SEC has taken several enforcement actions, with the first enforcement action taking place in May 2022, and promulgated new rules. On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings. On May 25, 2022, SEC proposed a second set of rules aiming to curb the practice of "greenwashing" (i.e., making unfounded claims about one's ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies. On March 6, 2024, the SEC adopted final rules to require registrants to disclose certain climate-related information in SEC filings of all public companies. The final rules require companies to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks; information about the registrant's Board of Directors' oversight of climate-related risks and management's role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant's business, results of operations, or financial condition. Further, to facilitate investors' assessment of certain climate-related risks, the final rules require disclosure of Scope 1 and/or Scope 2 greenhouse gas (GHG) emissions on a phased-in basis when those emissions are material; the filing of an attestation report covering the required disclosure of such registrants' Scope 1 and/or Scope 2 emissions, also on a phased-in basis; and disclosure of the financial statement effects of severe weather events and other natural conditions including, for example, costs and losses. The final rules include a phased-in compliance period for all registrants, with the compliance date dependent on the registrant's filer status and the content of the disclosure. However, on March 18, 2024, the Fifth Circuit Court of Appeals issued an administrative stay of the SEC's recent climate disclosure rule.

Failure to adapt to or comply with evolving investor, lender or other industry shareholder expectations and standards or the perception of not responding appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may damage such a Company's reputation or stock price, resulting in direct or indirect material and adverse effects on the Company's business and financial condition.

The increase in shareholder proposals submitted on environmental matters and, in particular, climate-related proposals in recent years indicates that we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude oil transport companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those

markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to implement, monitor, report and comply with wide ranging ESG requirements. Members of the investment community are also increasing their focus on ESG disclosures, including disclosures related to greenhouse gases and climate change in the energy industry in particular, and diversity and inclusion initiatives and governance standards among companies more generally. As a result, we may face increasing pressure regarding our ESG disclosures. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Moreover, from time to time, in alignment with our sustainability priorities, we aim at establishing and publicly announce goals and commitments in respect of certain ESG items, such as shipping decarbonization. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established standardized approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting negative publicity could adversely affect our reputation and/or our access to capital.

Finally, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other, non-fossil fuel markets, which could have a negative impact on our access to and costs of capital.

Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

As of December 31, 2023 and December 31, 2022, our total indebtedness was $930.7 million and $1,696.3 million respectively., and expect to incur additional indebtedness as we further expand our fleet. Borrowing under our credit facilities are secured by our vessels and certain of our and our vessel-owning subsidiaries' bank accounts and if we cannot service our debt, we may lose our vessels or certain of our pledged accounts. Borrowings under our credit facilities and other debt agreements requires us to dedicate a part of our cash flow from operations to paying interest and principal on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our credit facilities bear interest at variable rates.

Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to enable us to satisfy our short-term or medium- to long-term liquidity requirements or to otherwise satisfy our debt obligations, we may have to undertake alternative financing plans, which could dilute shareholders or negatively impact our financial results.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that our debt, totally or partially, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.

Our agreements governing our indebtedness also impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio, which means that the facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan, as a result of which a repayment in the same amount may be required. In addition, certain of our credit facilities will require us to satisfy certain financial covenants, which require us to, among other things, maintain:

•An amount of current assets, which may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year, that, on a consolidated basis, exceeds our current liabilities;

•An aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;

•An aggregate cash balance of at least $30.0 million; and

•A ratio of stockholders' equity to total assets of at least 30%.

In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:

•Effect changes in management of our vessels;

•Transfer or sell or otherwise dispose of all or a substantial portion of our assets;

•Declare and pay dividends, if any, if there is or will be, as a result of any dividend, an event of default or breach of a loan covenant; and

•Incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business. Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities, or those of our 50%-owned joint ventures.

As of December 31, 2023, and as of the date of this annual report, we were in compliance with the financial covenants contained and other restrictions in our debt agreements.

We depend on our executive officers and employees, and the loss of their services could, in the short term, have a material adverse effect on our business, results and financial condition.

We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.

Rising fuel prices may adversely affect our profits.

Since we primarily employ our vessels in the spot market, we expect that fuel will typically be the largest expense in our shipping operations for our vessels. The cost of fuel, including the fuel efficiency or capability to use lower priced fuel, can also be an important factor considered by charterers in negotiating charter rates. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as the ongoing conflict between Russia and Ukraine, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries (OPEC), and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Fuel may therefore become much more expensive in the future and we might not be able to fully recover this increased cost through our charter rates.

Fuel is also a significant, if not the largest, expense in our shipping operations when vessels are operated on the spot market under voyage charter. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. The impact of geopolitical risk on the price of fuel as well as the availability of the proper crude oil to refine into the necessary fuel oil molecules is expected to continue impacting prices going forward. Geopolitical issues coupled with the increase in regulatory pressure on emissions may result in fuel selection choices that may be more expensive than the conventional fuel that is available in the market. The introduction of the EU Emission Trading Scheme (EU ETS) into shipping has added an extra dimension to the fuel selection slate in choosing lower carbon fuels versus conventional fuel as an example, and the implementation of the FuelEU regulations and the Mediterranean Emissions Control Zone in 2025 is expected to add additional complexity and cost to an EU based voyage. The recent attacks on the Red Sea by Houthi's continued to exacerbate the east/west split on fuel oil flows, as arbitrage has been repriced to take into consideration the routing of oil from Europe to Singapore around the Cape of Good Hope. In 2023, VLSFO prices were impacted by the implementation of the Russian product price cap which pushed Russian lower sulfur components out of the available commercial pool. However, the introduction of new refinery capacity in the Eastern

hemisphere, offset this as the Kuwait Petroleum Company Al Zour refinery began to produce commercially available quantities of VLSFO in the second half of 2023. Gas oil prices remained elevated throughout the year as Russian Distillates were removed from the commercially available pool causing Atlantic Basin distillates outpace Asian production cost. VLSFO prices in 2023 in Singapore averaged $615 USD/MT for the year with a high of $718 USD/MT and a low of $537 USD/MT. Gasoil prices averaged $795 USD/MT in Singapore with a high of $975 USD/MT and a low of $643 USD/MT.

With the exception of four VLCC vessels and five Suezmax vessels, none of our vessels are equipped with scrubbers and as of January 1, 2020 we have transitioned to burning IMO compliant fuels. We continue to evaluate different options in complying with IMO and other rules and regulations and continue to work closely with suppliers and producers of both scrubbers and alternative mechanisms. We currently procure physical low sulfur fuel oil directly on the wholesale market with a view to secure availability of qualitative compliant fuel and to capture volatility in prices between high sulfur and low sulfur fuel oil. The procurement of large quantities of low sulfur fuel oil implies a commodity price risk because of fluctuations in price between the time of purchase and consumption. While we may implement financial strategies with a view to limiting this risk, we cannot give assurance that such strategies will be successful in which case we could sustain significant losses which could have a material impact on our business, financial condition, results of operation and cash flow. The storage of and onward consumption on our vessels of the procured commodity may require us to blend, co-mingle or otherwise combine, handle or manipulate such commodities which implies certain operational risks that may result in loss of or damage to the procured commodities or the vessels and their machinery.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, depend on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. A disruption to the information system of any of our vessels could lead to, among other things, incorrect routing, collision, grounding and propulsion failure.

Beyond our vessels, we experience threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypasses our IT security systems, causing an IT security breach, could lead to a material disruption of our IT systems and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks.

We rely on industry accepted security and control frameworks and technology to securely maintain confidential and proprietary information and personal data maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows. Furthermore, as from May 25, 2018, data breaches on personal data as defined in the General Data Protection Regulation 2016/679 (EU), could lead to administrative fines up to €20 million or up to 4% of the total worldwide annual turnover of the company, whichever is higher.

Additionally, cybersecurity researchers have observed increased cyberattack activity, and warned of heightened risks of cyberattacks in connection with the ongoing conflict between Russia and Ukraine and between Israel and Hamas. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. It is difficult to assess the likelihood of such threat and any potential impact at this time.

Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

For more information on our cybersecurity risk management and strategy, please see "Item 16K. Cybersecurity."

In the highly competitive international market, we may not be able to compete effectively for charters.

Our vessels are employed in a highly competitive market that is capital intensive. Competition arises from other vessel owners, including major oil companies, national oil companies or companies linked to authorities of oil producing or importing countries, as well as independent tanker companies which may all have substantially greater resources than us. Competition for the transportation of crude oil and other petroleum products depends on price, location, size, age, condition, sophistication and the acceptability of the vessel operator to the charterer. Competitors with greater resources could enter and operate larger tanker fleets through consolidations or acquisitions, and may be able to offer more competitive prices and fleets. We believe that because ownership of the world tanker fleet is highly fragmented, however, no single vessel owner is able to influence charter rates.

We are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including shipbuilding contracts or long-term contracts such as the FSO vessels operating offshore Qatar, credit facilities, insurance agreements, voyage and time charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks.

Euronav has established a detailed counterparty risk policy to set forth processes for avoiding, monitoring, mitigating and effectively managing the risk of default through a credit limit system that restricts the exposure Euronav may have on any single counterparty, as well as other mitigating measures. Counterparty limits are monitored periodically and are calculated taking into account a range of factors that govern the approval of all counterparties, including an assessment of the counterparty's financial soundness and financial ratings (if any), reputation, compliance and regulatory/legal risk based on current and prospective risk to earnings or assets arising from violations by the counterparty of, or nonconformance with, international sanction lists (such as OFAC, UK Sanctions and Anti-Money Laundering Act, EU Sanction List), laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards.

Notwithstanding these measures, the ability and willingness of each of our counterparties to perform its payment and other obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, the supply and demand for commodities, such as oil and other petroleum products, work stoppages or other labor disturbances including as a result of the outbreak of COVID-19 and various expenses. Should a counterparty fail to honor its obligations under any such contract or attempt to renegotiate our agreements, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, cash flows, ability to pay dividends, if any, to holders of our ordinary shares in the amounts anticipated or at all and compliance with covenants in our secured loan agreements.

In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts.

The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows, ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

Global financial markets and economic conditions have been disrupted and volatile at times over the past decade, and economic growth is expected to slow, including due to supply-chain disruption, the surge in inflation and related actions by central banks and geopolitical conditions, with a significant risk of recession in many parts of the worlds in the near term, including in China especially in view of rising indebtedness and decreasing real estate values. Credit markets and the debt and equity capital markets have been distressed and the uncertainty surrounding the future of the global credit markets has resulted in reduced access to credit worldwide, particularly for the shipping industry. These issues, along with significant write-offs in the financial services sector, the re-pricing of credit risk and the uncertain economic conditions, have made, and may continue to make, it difficult to obtain additional financing. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our ordinary shares.

Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the availability and cost of obtaining money from the public and private equity and debt markets has become

more difficult. Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt, and reduced, and in some cases ceased, to provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, or that we will be able to refinance our existing and future credit facilities, on acceptable terms or at all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

Further, in 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financial institutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequently announced their intention to adhere to such principles. If the ships in our fleet are deemed not to satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, to which we are a participant, the availability and cost of bank financing for such vessels may be adversely affected.

Further, we may not be able to access our existing cash due to market conditions. For example, on March 10, 2023, the Federal Deposit Insurance Corporation (FDIC) took control and was appointed receiver of certain regional banks in the United States. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition. In addition, if a bank, or the public, believes that a bank is not stable, the bank may institute procedures or rules to limit withdrawals and access to funds, which, if implemented, would have a material adverse effect on our business and financial condition.

If economic conditions throughout the world decline, this will impede our results of operations, financial condition and cash flows.

There has historically been a strong link between the development of the world economy and demand for energy, including oil and gas. An extended period of deterioration in the outlook for the world economy could reduce the overall demand for oil and gas and for our services. Such changes could adversely affect our results of operations and cash flows.

We face risks attendant to changes in economic environments, changes in margins or interest rates, changes in sanctions regimes and trade restrictions imposed by governments especially as implemented in response to the invasion of Ukraine and the war between Israel and Hamas. We face risk in changing government regulations, and instability in the banking and securities markets around the world, among other factors. Major market disruptions may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

Continuing concerns over inflation, rising interest rates, energy costs, geopolitical issues, including acts of war, including those between Russia and Ukraine and between Israel and Hamas, trade tensions, such as those between the United States and China, and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence, have precipitated fears of a possible economic recession. Domestic and international equity markets continue to experience heightened volatility and turmoil. The weakness in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping.

An economic slowdown or changes in the economic and political environment in the Asia Pacific region could have a material adverse effect on our business, financial condition and results of operations.

We anticipate a significant number of the port calls made by our vessels will continue to involve loading or discharging operations in ports in the Asia Pacific region. As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, especially in view of rising indebtedness and decreasing real estate, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects.

We cannot assure you that the Chinese economy will not experience a significant contraction in the future. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and "trade wars". In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries. Although the United States and China successfully reached an interim trade deal in January of 2020 that de-escalated the trade tensions with both sides rolling back tariffs, the extent to which the trade deal will be successfully implemented is unpredictable. A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition.

If there is an economic slowdown in the Asia Pacific region, especially in China, it may have a negative effect on us. In recent history, China has had one of the world's fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. The growth rate of China's GDP for the year ended December 31, 2023, however, is estimated to be around 5.2%, down from the growth rate of 8.1% for the year ended December 31, 2021. Our financial condition and results of operations, as well as our future prospects, would likely be impeded by an economic downturn in any of these countries.

Also, several initiatives are underway in China with a view to reduce their dependency on (foreign) oil, such as the Net Zero 2060 initiative and development of shale oil on their own territory, which could impact the need for oil transportation services. The method by which China attempts to achieve carbon neutrality by 2060, and any attendant reduction in the demand for oil, petroleum and related products, could have a material adverse effect on our business, cash flows and results of operations.

In addition, President Xi Jinping committed his country to achieving carbon neutrality by 2060 at the UN General Assembly despite that carbon emissions are currently a prominent part of China's economic and industrial structure as it relies heavily on non-renewable energy sources, generally lacks energy efficiency, and has a rapidly growing energy demand. Depending on how China attempts to achieve carbon neutrality by 2060, including through the reduction in the use of oil, an overall increase in the use of non-renewable energy as part of the energy consumption mix and through other means, any reduction in the demand for oil and oil products and our tanker vessels could have a material adverse effect on our business, cash flows and results of operations.

The Chinese government may adopt policies that favor domestic oil tanker companies and may hinder our ability to compete with them effectively. For example, China imposes a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations, such as the recently promoted environmental taxes on coal, by China may result in an increase in the cost of raw materials imported to China and the risks associated with importing raw materials to China, as well as a decrease in any raw materials shipped from our charterers to China. This could have an adverse impact on our charterers' business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us.

A shift in consumer demand from oil towards other energy sources may have a material adverse effect on our business.

A significant portion of our earnings are related to the oil industry and our lack of diversification will potentially affect the demand for our vessels. We rely almost exclusively on the cash flows generated from charters for our vessels that operate in the tanker sector of the shipping industry. Due to our lack of diversification, adverse developments in the tanker shipping industry have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of business. Adverse developments in the tanker business could therefore reduce our ability to meet our payment obligations and our profitability.

A shift in or disruption of the consumer demand from oil towards other energy resources such as electricity, natural gas, liquefied natural gas, renewable energy, hydrogen or ammonia will potentially affect the demand for our tankers. A shift from the use of internal combustion engine vehicles to electric vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

"Peak oil" is the year when the maximum rate of extraction of oil is reached. The International Energy Agency, or the IEA, recently announced a forecast of "peak oil" during the late 2020s. OPEC maintains that demand for "peak oil" will not be reached until at least 2040, despite transition toward other energy sources. Irrespective of "peak oil", the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy, nuclear energy or renewable, which appears to be accelerating as a result of shifts in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and refined products worldwide.

The IEA noted in its Global Electric Vehicles, or EV, Outlook 2023 that a total of 14% of all new cars sold were electric in 2022, up from around 9% in 2021 and less than 5% in 2020. Electric car sales in 2023 were 14.1 million, up 34% from 2022. Under the IEA Stated Policies Scenario (STEPS), the global outlook for the share of electric car sales based on existing policies and firm objectives has increased to 35% in 2030, up from less than 25% in the previous outlook. The IEA

has stated that, based on existing policies, oil demand from road transport is projected to peak around 2025 in the STEPS, with the amount of oil displaced by electric vehicles exceeding five million barrels per day in 2030. A growth in EVs or a slowdown in imports or exports of crude oil products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Changes to trade patterns for oil and oil products may have a material adverse effect on our business.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Lack of technological innovation to meet quality and efficiency requirements could reduce our charter hire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbours, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. More technologically advanced tankers have been built, since our vessels were constructed and tankers with further advancements may be built that are even more efficient or more flexible or have longer physical lives, including new vessels powered by alternative fuels or which are otherwise perceived as more environmentally friendly by charterers. We face competition from companies with more modern vessels with more fuel efficient designs than our vessels, and if new tankers carriers are built that are more efficient or more flexible or have longer physical lives than the current eco vessels, competition from the current eco vessels and any more technologically advanced vessels including with respect to propulsion technology could adversely affect the amount of charter hire payments we receive for our vessels and the resale value of our vessels could significantly decrease. In these circumstances, we may also be forced to charter our vessels to less creditworthy charterers, either because the oil majors and other top tier charters will not charter older and less technologically advanced vessels or will only charter such vessels at lower contracted charter rates than we are able to obtain from these less creditworthy, second tier charterers. Similarly, technologically advanced vessels are needed to comply with environmental laws, the investment, in which along with the foregoing, could have a material adverse effect on our results of operations, charter hire payments, resale value of vessels, cash flows financial condition and ability to pay dividends, if any.

Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

As of December 31, 2023, we currently have five vessels under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, public health threats, adverse weather conditions or any other potential events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel.

If for any reason we default under any of our newbuilding contracts, or otherwise fail to take delivery of our newbuilding vessels, we would be prevented from realizing potential revenues from such vessels, we could also lose all or a portion of our investment, including any installment payments made, and we could be liable for penalties and damages under such contracts. as well as suffer reputational damage.

In addition, in the event a shipyard does not perform under its contract, we may lose all or part of our investment, which would have a material adverse effect on our results of operations, financial condition and cash flows.

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations, or other applicable governmental authorities, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.

Although no vessels owned or operated by us have called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government, the European Union, U.K. or other applicable governmental authorities (Sanctioned Jurisdictions) in violation of sanctions or embargo laws during 2023, and we endeavour to take precautions reasonably designed to mitigate such risks, it is possible that, in the future, our vessels may carry cargo from or call on ports in Sanctioned Jurisdictions on charterers' instructions and/or without our knowledge and consent. Our Charterers and other counterparties could also be involved in sanctioned trade without their knowledge and consent, this could have an effect on us being in the line of parties. If such activities result in violation of applicable sanctions or embargo laws, we could be subject to monetary fines, penalties, suspension of our license to operate or other sanctions, and our reputation and the market for our ordinary shares could adversely affected.

U.S. sanctions exist under a strict liability regime. A party need not know it is violating sanctions and need not intend to violate sanctions to be liable. We could be subject to monetary fines, penalties, or other sanctions for violating applicable sanctions or embargo laws even in circumstances where our conduct, or the conduct of a charterer, is consistent with our sanctions-related policies, unintentional or inadvertent.

The laws and regulations of these different jurisdictions vary in their application, and do not all apply to the same covered persons or proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are amended frequently. Moreover, most sanctions regimes provide that entities owned or controlled by the persons or entities designated in such lists are also subject to sanctions. The U.S. and EU both have enacted new sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within or affiliated with those countries or territories, have, and in the future will, become the target of sanctions. These require us to be diligent in ensuring our compliance with sanctions laws. Further, the U.S. has increased its focus on sanctions enforcement with respect to the shipping sector. Current or future counterparties of ours may be or become affiliated with persons or entities that are now or may in the future be the subject of sanctions imposed by the U.S. Government, the European Union, and/or other international bodies. If we determine that such sanctions or embargoes require us to terminate existing or future contracts to which we, or our subsidiaries are a party or if we are found to be in violation of such applicable sanctions or embargoes, we could face monetary fines, we may suffer reputational harm and our results of operations may be adversely affected.

As a result of Russia's actions in Ukraine and the war between Israel and Hamas, the U.S., EU and United Kingdom, together with numerous other countries, have imposed significant economic sanctions which may adversely affect our ability to operate in the region and also restrict parties whose cargo we carry. Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and other goods, and new investments in the Russian Federation. These sanctions further limit the scope of permissible operations and cargo we may carry.

Since February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflict in the Ukraine region, which may adversely impact our business, given Russia's role as a major global exporter of crude oil and natural gas. Both the EU as well as the United States have implemented sanction programs, which includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on new investments in Russia, among other restrictions. Furthermore, the EU and the United States have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and took effect on February 5, 2023 with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2023, and intend to maintain such compliance, there can be no assurance that we have been or will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations, or under circumstances where our vessels may have carried cargo from or taken cargo aboard for storage, or called on ports in

Sanctioned Jurisdictions on charterers' instructions and/or without our consent. Sanction regulations can change quickly and we could be involved in sanctioned trade because of third parties over which we have no control. Any such violation could result in reputational damages, fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. This could further impact our loan agreements and other transactions with various banks.

Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.

Terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both the Company's ability to charter its vessels and the charter rates payable under any such charters. In addition, Euronav operates in a sector of the economy that is likely to be adversely impacted by the effect of political instability, terrorist or other attacks, war or international hostilities. In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea in connection with the conflicts between Russia and the Ukraine. This could lead to certain areas or routes not being available for shipping and therefore creating additional costs for alternative itineraries, including in connection with the recent attacks by Houthi movement in the Red Sea following the recent conflicts between Israel and Hamas. Various shipping companies have indicated that their vessels would avoid the Red Sea while the conflict is ongoing, which is commonly used to access the Suez Canal, and for the time being divert vessels around southern Africa's Cape of Good Hope, which adds substantial time and cost to East-West voyages.

Recent developments in the Ukraine region and continuing conflicts in the Middle East may lead to additional armed conflicts around the world, which may contribute to further economic instability in the global financial markets and international commerce. Additionally, any escalations between the North Atlantic Treaty Organization countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry.

Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.

These uncertainties could also adversely affect our ability to obtain additional financing or insurance on terms acceptable to us or at all. Or could lead to cancellations of insurances for certain areas. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

These factors could also increase the costs to the Company of conducting its business, particularly crew, insurance and security costs, and prevent or restrict the Company from obtaining insurance coverage, all of which have a material adverse effect on our business, financial condition, results of operations and cash flows.

Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien-holder may enforce its lien by "arresting" or "attaching" a vessel through judicial or foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the "sister ship" theory of liability applies, such as South Africa, a claimant may arrest the vessel which is subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own. Under some of our present charters, if the vessel is arrested or detained as a result of a claim against us, we may be in default of our charter and the charterer may terminate the charter, which will negatively impact our revenues and cash flows.

Despite our efforts to manage exposure to the volatility of interest rates under our financing agreements, interest rate volatility could affect our profitability, earnings and cash flow.

Currently all bank loans in Euronav are based on the Secured Overnight Financing Rate (SOFR). In order to manage our exposure to interest rate fluctuations under SOFR or any other alternative rate, we have and may from time to time use interest rate derivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of

interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position.

In June 2023, the publication of USD LIBOR, the interest rate at which banks lent US dollars to each other, ceased. It has already been a few years that the relevant authorities had been warning of the need to abandon the LIBOR in favour of SOFR. SOFR is a much more resilient rate than LIBOR was because of how it is produced and the depth and liquidity of the markets that underlie it. As an overnight secured rate, SOFR better reflects the way financial institutions fund themselves today. Currently all bank loans in Euronav are based on the SOFR reference rate.

Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our credit facilities use variable interest rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our profitability and cash available for servicing our indebtedness would decrease.

Dependence on third party service providers.

The Company currently outsources to third party service providers certain management services of its fleet, including certain aspects of technical, commercial and crew management. In particular, the Company has entered into ship management agreements that assign technical and crew management responsibilities to a third-party technical manager for 11% of the Company's fleet and the Company has transferred commercial management of part of its fleet to the Tankers International Pool or TI Pool.

In such outsourcing arrangements, the Company has transferred direct control over technical, crew and commercial management of the relevant vessels, while maintaining significant oversight and audit rights, and must rely on third party service providers to, among other things:

•Comply with their respective contractual commitments and obligations owed to the Company, including with respect to safety, security, quality, proper crew management and environmental compliance of the operations of the Company's vessels;

•Comply with requirements imposed by the U.S. government, the UN and the EU (i) restricting certain transactions and calls on ports located in countries that are subject to sanctions and embargoes and (ii) prohibiting bribery and other corrupt practices;

•Respond to changes in customer demands for the Company's vessels;

•Obtain supplies and materials necessary for the operation and maintenance of the Company's vessels;

•Recruit crew members with training, licenses and experience appropriate for the Company's vessels; and

•Mitigate the impact of labor shortages and/or disruptions relating to crews on the Company's vessels.

The failure of third-party service providers to meet such commitments could lead to legal liability for or other damages to the Company. The third-party service providers the Company has selected may not provide a standard of service comparable to that which the Company would provide for such vessels if the Company directly provided such services. The Company relies on its third-party service providers to comply with applicable law, and a failure by such providers to comply with such laws may subject the Company to liability or damage its reputation even if the Company did not engage in the conduct itself. Furthermore, damage to any such third party's reputation, relationships or business may reflect on the Company directly or indirectly and could have a material adverse effect on the Company's reputation and business.

The third-party managers have the right to terminate their agreements. If the third-party manager exercises that right, the Company will be required either to enter into substitute agreements with other third parties or to assume those management duties. The Company may not succeed in negotiating and entering into such agreements with other third parties and, even if it does so, the terms and conditions of such agreements may be less favorable to the Company. Furthermore, if the Company is required to dedicate internal resources to managing its fleet (including, but not limited to, hiring additional qualified personnel or diverting existing resources), that could result in increased costs and reduced efficiency and profitability. Any such changes could result in a temporary loss of customer approvals, could disrupt the Company's business and have a material adverse effect on the Company's business, results of operations and financial condition.

Attracting and retaining motivated, well-qualified seagoing personnel is a top priority. In addition to our shore-based personnel, we employ officers and crew members on our owned fleet. In crewing our vessels, we employ certain employees with specialized training who can perform physically demanding work. If our crew are unable to adequately perform, it may negatively impact our business, financial condition or results of operations. This could harm our reputation as a safe and reliable vessel owner and operator.

Risks Relating to Legal and Regulatory Matters

We are subject to complex laws and regulations, including environmental laws and regulations that can increase our liability and adversely affect our business, results of operations and financial condition.

We operate worldwide, where appropriate, through agents or other intermediaries. Compliance with complex local, foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation, enforceable as from May 25, 2018 and the EU-US Privacy Shield Framework, as adopted by the European Commission on July 12, 2016), labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. federal laws such as the FCPA and other U.S. federal laws and regulations established by the U.S. Department of the Treasury's Office of Foreign Assets Control or other agencies, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers.

Given the high level of complexity of these laws, there is a risk that we, our agents or other intermediaries may inadvertently breach certain provisions thereunder. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

Our operations are also subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. Compliance with such laws and regulations, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. Oil spills that occur from time to time may also result in additional legislative or regulatory initiatives that may affect our operations or require us to incur additional expenses to comply with such new laws or regulations.

These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.

Environmental requirements can also affect the resale value or useful lives of our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. A failure to comply with applicable environmental laws and regulations, or to obtain or maintain necessary environmental permits or approvals, or a non-compliant release of oil could subject us to significant administrative and civil fines and penalties, and other civil or criminal sanctions, remediation costs for natural resource damages, third-party damages, material adverse publicity and, in certain instances, seizure or detention of our vessels.

Environmental laws often impose strict liability for remediation of spills and releases of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic

operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

Now there are a lot of non-mandatory sustainability (non-financial information) reporting standards. Companies are not obliged to structure their sustainability reporting framework based on these standards, such as the Sustainability Accounting Standards Board (SASB) and Global Reporting Initiative (GRI), however, increasing consistency and transparency increases awareness and visibility towards stakeholders and investors providing a benchmarking foundation. On January 5, 2023 the Corporate Sustainability Reporting Directive (CSRD) entered into force (2022/2464/EU). This new directive modernizes and strengthens the rules about the social and environmental information that companies have to report. A broader set of large companies, as well as listed SMEs, will now be required to report on sustainability. Companies subject to the CSRD will have to report risks and opportunities arising from social and environmental issues according to European Sustainability Reporting Standards (ESRS). The standards will be tailored to EU policies, while building on and contributing to international standardization initiatives. The CSRD also makes it mandatory for companies to have an audit of the sustainability information that they report. In addition, it provides for the digitalization of sustainability information. The first companies will have to apply the new rules for the first time in financial year 2024, for reports published in 2025. The diligence and granularity level of that new reporting framework is unprecedented. Therefore, we will need to dedicate additional resources for monitoring, managing and securing compliance with that new framework. That implies extra financial resources leveraged for addressing such new compliance requirement both channeled to internal or external expertise acquisition and external auditing services. Lack of compliance with such requirements may have adverse impacts on our Company image and financial penalties: potential public declaration describing infraction and identifying entity, cease-and-desist orders or administrative penalties.

The EU Emissions Trading System (ETS) makes polluters pay for their greenhouse gas emissions, helps bring emissions down and generates revenues to finance the EU's green transition. It operates in all EU countries, Iceland, Liechtenstein and Norway. The shipping industry is involved as from 2024. In 2025, shipping companies will have to pay for 40% of their emissions reported in 2024. In 2026, this will increase to 70% of the emissions reported in 2025 and will further increase to 100% in 2026. Shipowners will need to register, open accounts and follow a specific way of reporting their emissions. Charterparties need to include new clauses regarding the subject and divide responsibilities between Owners and Charterers in order to comply with the regulation. This generates a lot of additional work on operational, legal and administration side. being non-compliant with the rules could lead to sanctions, whether this is due to not knowing the new regulations very well, making errors in the submission of the amount of emission, poor agreements between Owners and Charterers, etc. This could have a material adverse effect on our business.

In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with these requirements could be costly. To comply with these and other regulations, including: (i) the sulfur emission requirements of Annex VI of the International Convention for the Prevention of Marine Pollution from Ships (MARPOL), which instituted a global 0.5% (lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a scrubber, and (ii) the International Convention for the Control and Management of Ships' Ballast Water and Sediments of the International Maritime Organization (IMO), which requires vessels to install expensive ballast water treatment systems, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. The increased demand for low sulfur fuels may increase the costs of fuel for our vessels that do not have scrubbers. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our operations.

Please see "Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations on Tankers and FSOs" for a discussion of the environmental and other regulations applicable to us.

We are subject to international safety regulation and if we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by government regulations in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. As such, we are subject to the requirements set forth in the IMO's International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, the International Ship & Port Facility

Security Code. or ISPS Code, promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, or SOLAS, as well as to other conventions, mainly MARPOL, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, etc. Failure to comply with these requirements may subject us to increased liability, may decrease available insurance coverage for the affected ships, and may result in denial of access to, or detention in, certain ports. The U.S. Coast Guard or USCG and E.U. Authorities enforce compliance with the ISM and ISPS Codes and prohibit non-compliant vessels from trading in U.S. and E.U. ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Hong Kong Convention, aims to ensure ships, being recycled once they reach the end of their operational lives, do not pose any unnecessary risks to the environment, human health and safety. In June 2023, the Hong Kong Convention was ratified by

the required number of countries, and this will enter into force in June 2025. Upon the Hong Kong Convention's entry into force, each ship sent for recycling will have to carry an inventory of its hazardous materials. The hazardous materials, whose use or installation are prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled.

The Hong Kong Convention will enter into force 24 months after the date on which 15 IMO member states, representing at least 40% of world merchant shipping by gross tonnage, have ratified or approve accession. As of the date of this annual report, 63 countries have ratified or approved accession of the Hong Kong Convention, and the requirement of 40% of world merchant shipping by gross tonnage has now been satisfied. The Hong Kong Convention is expected to come into force on June 26, 2025 due to the 24 months waiting period.

On November 20, 2013, the European Parliament and the Council of the EU adopted the EU Ship Recycling Regulation, or ESSR, which, among other things, retains the requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of an EU Member State may be recycled only in facilities included on the European List.

Under the ESSR, commercial EU-flagged vessels of 500 gross tonnage and above may be recycled only at shipyards included on the European List. As of December 31, 2023, all our EU-flagged vessels met this weight specification. The European List presently includes nine facilities in Turkey but no facilities in the major ship recycling countries in Asia. The combined capacity of the European List facilities may prove insufficient to absorb the total recycling volume of EU-flagged vessels. This circumstance, taken in tandem with the possible decrease in cash sales, may result in longer wait times for divestment of recyclable vessels as well as downward pressure on the purchase prices offered by European List shipyards. Furthermore, facilities located in the major ship recycling countries generally offer significantly higher vessel purchase prices, and as such, the requirement that we utilize only European List shipyards may negatively impact revenue from the residual values of our vessels.

These regulatory requirements may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result in a decrease in the residual recycling value of a vessel which could potentially not cover the cost to comply with the latest requirements, which may have an adverse effect on our future performance, results of operations, cash flows and financial position.

Regulations relating to ballast water discharge may adversely affect our revenues and profitability.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel's ballast water. Depending on the date of the International Oil Pollution Prevention or IOPP renewal survey, existing vessels constructed before September 8, 2017 are required to comply with the updated D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Vessels constructed (keel-laid) on or after September 8, 2017 are required to comply with the D-2 standards on or after September 8, 2017.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (VGP) program and U.S. National Invasive Species Act (NISA) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act or (VIDA), which was signed into law on December 4, 2018, requires that the U.S. Environmental Protection Agency (EPA) develop national standards of performance for approximately 30 discharges, similar to those found in the VGP, within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA. On October 18, 2023, the EPA published a supplemental notice of the proposed rule sharing new ballast water data received from the U.S. Coast Guard, or USCG, and providing clarification on the proposed rule. The public comment period for the proposed rule ended on December 18, 2023. Once EPA finalizes the rule (possibly by Fall 2024), USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water within two years. The new regulations could require the installation of new equipment, which may cause us to incur substantial additional costs which may adversely affect our profitability.

Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries, the European Commission and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, taxonomy of ‘green' economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, IMO's Marine Environment Protection Committee (MEPC) announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy Efficiency Design Index (EEDI) for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.

The European Commission has proposed adding shipping to the EU Emission Trading Scheme (EU ETS) as of 2023 with a phase-in period. Shipowners will need to purchase and surrender a number of emission allowances that represent their recorded carbon emission exposure for a specific reporting period. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the outset. Big offshore vessels of 5,000 gross tonnage and above will be included in the Monitoring, Reporting and Verification (MRV') of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Compliance with the Maritime EU ETS could result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. Additionally, on July 25, 2023, the European Council of the European Union adopted the Maritime Fuel Regulation under the FuelEU Initiative of its "Fit-for-55" package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Among other things, the Maritime Fuel Regulation requires that greenhouse gas emissions from covered vessels are reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% from January 1, 2050). Additional EU regulations which are part of the EU's Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

The EU ETS will be applied for maritime shipping as of 2024 with a phase-in period. Shipowners will need to purchase and surrender a number of emission allowances that represent their MRV-recorded carbon emission exposure for a specific reporting period. The geographical scope covers emissions generated at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU's Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

While an EU ETS could accelerate building more efficient ships, any regional system comes with significant administrative burden and a risk of market distortion. To drive the market towards more energy efficient ships, it is crucial that the EU polluter pays principle is applied. In terms of shipping chartering agreements, the 'polluter' might be considered as the body responsible for the decision of speed. The level of speed is dictating the fuel consumption during voyage and impact of greenhouse gas (GHG) emissions. Therefore, we believe that compliance accountability should lie to the entities that decide on the operational speed of the vessel.

Territorial taxonomy regulations in geographies where we are operating and are regulatory liable, such as EU Taxonomy, might jeopardize the level of access to capital. For example, the EU has already introduced a set of criteria for economic activities which should be framed as ‘green', called EU Taxonomy. The EU Taxonomy is a classification regulatory system which attempts to identify environmentally sustainable economic activities. The requirement to deliver sustainability indicators under Article 8 of the Taxonomy Regulation is applicable as of 01/01/2022, to companies subject to the obligation to publish non-financial statements in accordance with Article 19a or Article 29a of the Accounting Directive 2013/34/EU. The Non-financial Reporting Directive (Directive 2014/95/EU, NFRD) is an amendment to the Accounting Directive (Directive 2013/34/EU). Under the NFRD, large listed companies, banks and insurance companies ('public interest entities') with more than 500 employees are required to publish reports on the policies they implement in relation to social responsibility and other sustainability related information (Act 14, Art. 1 and Art. 29a). Article 8 of the Taxonomy Regulation requires companies falling within the scope of the existing NFRD, and additional companies brought under the scope of the proposed Corporate Sustainability Reporting Directive, to report certain indicators on the extent to which their activities are sustainable as defined by the EU Taxonomy.

Taxonomy and NFRD application apply to companies with an average number of employees during the specific financial year exceeding 500 and a balance sheet total exceeding €20 million or net turnover exceeding €40 million on balance sheet date. Euronav employs approximately 3,000 people, on shore and on board, whilst the majority of them are seafarers. Seafarers are not classified as FTEs as they are associated with external agents. Euronav had 440 FTEs on our payroll registered. Given that condition the Company does not qualify for mandatory reporting of EU Taxonomy eligibility and alignment. This is going to be waived once Euronav is subject to CSRD and European Sustainability Reporting Standards (ESRS) where the Company will be required to report its Taxonomy eligibility and alignment as part of CSRD reporting requirements. The outcome of such provision might result in either an increase in the cost of capital and/or gradually reduced access to financing.

Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other alternative energy sources, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. To achieve a 40% reduction in carbon emissions by 2023 compared to 2008, shipping companies are required to include: (i) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index ("EEXI"), and (ii) operational carbon intensity reduction requirements, based on a new operational Carbon Intensity Indicator ("CII"). The EEXI is required to be calculated for ships of 400 gross tonnage and above. The IMO and MEPC will calculated "required" EEXI levels based on the vessel's technical design, such as vessel type, date of creation, size and baseline. Additionally, an "attained" EEXI will be calculated to determine the actual energy efficiency of the vessel. A vessel's attained EEXI must be less than the vessel's required EEXI. Non-compliant vessels will have to upgrade their engine to continue to travel. With

respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. The vessel's attained CII must be lower than its required CII. Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance. MEPC 79 also adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. The amendments will enter into force on May 1, 2024. This will require new clauses in the Charterparties which forms a burden on administration side and needs to legally protect Owners in case Charterers do not comply with requirements. This could lead to adverse effects on our operations, our legal and financial situation. In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.

Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved Ship Energy Efficiency Management Plan, or SEEMP, on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held on June 2021, entered into force on November 1, 2022 and became effective on January 1, 2023.

MPEC 76 adopted amendments to the International Convention on the Control of Harmful Anti-Fouling Systems on Ships, 2001, or the AFS Convention, which have been entered into force on January 1, 2023. From this date, all ships shall not apply or re-apply anti-fouling systems containing cybutryne on or after January 1, 2023; all ships bearing an anti-fouling system that contains cybutryne in the external coating layer of their hulls or external parts or surfaced on January 1, 2023 shall either: remove the anti-fouling system or apply a coating that forms a barrier to this substance leaching from the underlying non-compliance anti-fouling system.

On November 13, 2021, the Glasgow Climate Pact was announced following discussions at the 2021 United Nations Climate Change Conference ("COP26"). The Glasgow Climate Pact calls for signatory states to voluntarily phase out fossil fuels subsidies. A shift away from these products could potentially affect the demand for our vessels and negatively impact our future business, operating results, cash flows and financial position. COP26 also produced the Clydebank Declaration, in which 22 signatory states (including the United States and United Kingdom) announced their intention to voluntarily support the establishment of zero-emission shipping routes. Governmental and investor pressure to voluntarily participate in these green shipping routes could cause us to incur significant additional expenses to "green" our vessels.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition to the peak oil risk from a demand perspective, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Risk Factors Relating to Tax Matters

United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a "passive foreign investment company" (PFIC) for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of

"passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based on our current and proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, our income from our time and voyage chartering activities should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute assets that produce or are held for the production of "passive income."

There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the ordinary shares.

See "Item 10. Additional Information E. Taxation-Passive Foreign Investment Company Status and Significant Tax Consequences" for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.

Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax imposed by Section 887 of the Code on a gross basis without allowance for deductions, unless that corporation qualifies for exemption from taxation under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty. Since under the sourcing rules described above, no more than 50% of our shipping income is treated as being derived from United States sources, the maximum effective rate of United States federal income tax on our shipping income will not exceed 2% under the 4% gross basis tax regime.

We and our subsidiaries continue to take the position that we qualify for either this statutory tax exemption or exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares (5% Shareholders) owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.

If we or our subsidiaries were not entitled to exemption under Section 883 of the Code or exemption under an income tax treaty for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or

from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.

We may also be subject to tax in other jurisdictions, which could reduce our earnings.

Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to any dividends or other distributions made by us.

Any dividends or other distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Treaty. The U.S.-Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Treaty. The 5% withholding tax applies in cases where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Treaty.

Changes to the tonnage tax or the corporate tax regimes applicable to us, or to the interpretation thereof, may impact our future operating results.

Shortly after its incorporation in 2003, Euronav applied for treatment under the Belgian tonnage tax regime. It was declared eligible for this regime by the Federal Finance Department on October 23, 2003 for a ten-year period. In line with the tonnage tax regulations, which are part of the normal corporate tax regime in Belgium, profits from the operation of seagoing vessels are determined on a lump sum basis based on the net registered tonnage of the particular vessels. After this first ten-year period had elapsed, the tonnage tax regime has been automatically renewed for another ten-year period. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies until the end of 2023. The application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and is currently pending approval. This tonnage tax replaces all factors that are normally taken into account in traditional tax calculations, such as profit or loss, operating costs, depreciation, gains and the offsetting of past losses of the revenues taxable in Belgium.

Changes to the tax regimes applicable to us, or the interpretation thereof, may impact our future operating results.

Euronav is also operating vessels under Belgian, French, Greek, Marshall Island and Liberian Flag for which the Company is paying the required tonnage tax in these particular jurisdictions.

There is, however, no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed such as, but not limited to, a global minimum tax, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels. To the extent such changes would be implemented on the EU level only, the global level playing field may be distorted and put the Company in a weaker competitive position compared to its non-EU peer companies.

Changes in tax regulations from other countries we are involved with due to our global trade may affect our business and future operations.

Foreign countries may impose new tax laws which can impact the shipping industry. It is also possible that already existing foreign tax law is not known by us and can have a material effect on our financial position. We can not be sure that we are always aware of all tax law in each country our vessels trade to or all countries we are involved with due to our global trade.

The lack of this information may lead to heavy tax claims from foreign countries directed to us as a Shipowner. This could affect us financially for the past, current and future trade of our vessels.

The Nigerian Federal Inland Revenue Service (FIRS) has commenced a tax compliance exercise for the period of 2010-2019 towards non-resident companies trading in Nigeria. The Federal Government of Nigeria granted a 3-month window from 19 June 2023 for international shipping companies operating in Nigeria to regularize their tax status in Nigeria and another window from September 19, 2023 to December 31, 2023 for affected companies to pay all their outstanding taxes to the Federal Government of Nigeria. An extension was provided till March 2024 with a degree on the waiver for penalties and interests claimed. Despite the Double Tax Treaty between Belgium and Nigeria, the Nigerian government has shown to be difficult in cooperating on the subject. If the legal tax issues are not handled with proper care,this could result in an adverse effect on our financial situation, our trade and operations going forward.

Other foreign tax regulations which are not or not well known by us can affect our business in an adverse way even for events taking place in the past. This could be for taxes due because of our global trade, the flag of our vessels, the places where or offices are located, places where our vessels are moored or because of some underlying contracts we might have (e.g. Charterparty, insurance, etc.). The impact of these tax laws could have an adverse effect on our legal and financial position and influence our trade and operations going forward.

Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.

We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world. For instance, there is a high level of uncertainty in today's tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development's, or OECD, two-pillar base erosion and profit shifting project. In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalization of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those OECD member countries. It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our tax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could have a material adverse impact on our results of operations and financial results.

Risks Relating to Investment in our Ordinary Shares

The price of our ordinary shares has fluctuated in the past, has been volatile and may be volatile in the future, and as a result, investors in our ordinary shares could incur substantial losses.

Our share price may be highly volatile and future sales of our ordinary shares could cause the market price of our ordinary shares to decline.

The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic, regulatory and ESG trends, general market conditions, rumors and fabricated news, and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume variability due to various factors, including the prospect of increased interest rates, notable market fluctuations in the first calendar quarter of 2022 to date. If the volatility in the market continues or worsens, it could have an adverse effect on the market price of our ordinary shares and impact a potential sale price if holders of our ordinary shares decide to sell their shares.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. The price of our ordinary shares has ranged from a price of between $12.94 and $19.18 between January 1, 2023 and December 31, 2023. Our stock prices may experience rapid and substantial decreases or increases in the foreseeable future that are unrelated to our operating performance or prospects. The stock market in general and the market for shipping companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience substantial losses on their investment in our ordinary shares. The market price for our ordinary shares may be influenced by many factors, including the following:

•Investor reaction to the execution of our business strategy, including mergers and acquisitions;

•Shareholder activism;

•Our continued compliance with the listing standards of NYSE and/or Euronext Brussels;

•Regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry, including those related to climate change;

•Variations in our financial results or those of companies that are perceived to be similar to us;

•Our ability or inability to raise additional capital and the terms on which we raise it;

•Declines in the market prices of stocks generally;

•Trading volume of our ordinary shares;

•Shorting activity in relation to our share;

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

•General economic, industry and market conditions; and

•Other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.

These broad market and industry factors may seriously harm the market price of our ordinary shares, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value. Since the stock price of our ordinary shares has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our ordinary shares could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices.

Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of our ordinary shares, known as a "short squeeze". These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the Company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we will not be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.

From time to time our Supervisory Board may authorize a share buyback within the Belgian legal framework. There is no guarantee that we will repurchase shares at a level anticipated by stockholders or at all, which could reduce returns to our stockholders. Once authorized, decisions to repurchase our ordinary shares will be at the discretion of our Management Board, based upon a review of relevant considerations.

In accordance with the authorization granted by a general meeting of shareholders held on June 23, 2021, we have the option but not the obligation until July 2026 of buying our own shares back should we believe there is a substantial value disconnect between the share price and the real value of the Company. During 2023 and as of the date of this annual report, we did not buy back shares.

On December 31, 2023, we owned 17,790,716 of our own shares (8.09% of the total shares). We may continue to buy back our shares opportunistically under the conditions laid down by law and subject to a valid authorization. The extent to which we do so and the timing of these purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations.

The Supervisory Board's determination to repurchase our ordinary shares will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the Supervisory Board deems relevant. Based on an evaluation of these factors, the Supervisory Board may determine not to repurchase shares or to repurchase shares at reduced levels compared to historical levels, any or all of which could reduce returns to our stockholders. The Supervisory Board may suspend or discontinue this authorization at any time.

Although we have a dividend policy that includes a fixed component, we cannot assure you that we will declare or pay

any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will

be available for distribution as dividends in any period

Our Supervisory Board may from time to time, declare and pay cash dividends in accordance with our Coordinated Articles of Association and applicable Belgian law. The declaration and payment of dividends or other distributions, if any, will always be subject to the approval of either our Supervisory Board (in the case of "interim dividends") or of the shareholders

(in the case of "regular dividends", "intermediary dividends" or "repayment of capital"). The Company's operation in different industries going forward may also affect the decision to declare and pay cash dividends in the future.

Our current dividend policy is a full discretionary dividend policy as the Supervisory Board believes this approach offers the required flexibility to manage the Company in light of its new strategy. Please see Item 8 "Financial Information - A. Capital Allocation Policy and Dividend Policy" for a description of the dividend policy.

Additional guidance to the above stated policy as applied to our final results for the year ended on December 31, 2019 and to our quarterly results as from 2020 onwards, was provided by our Supervisory Board by way of a press release dated January 9, 2020, as follows:

•Each quarter the Company will target to return 80% of net income (including the fixed element of $0.03 per quarter) to shareholders.

•This return to shareholders will primarily be in the form of a cash dividend and the Company will always look at stock repurchase as an alternative if it believes more value can be created for shareholders.

•The Company retains the right to return more than 80% should the circumstances allow it.

As part of its distribution policy, the Company will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend payments. As part of its distribution policy the Company will not include non-cash items affecting the results such as deferred tax assets or deferred tax liabilities.

Our Supervisory Board will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.

In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be a default or a breach of a loan covenant as a result of the dividend. Our credit facilities also contain restrictions and undertakings which may limit our and our subsidiaries' ability to declare and pay dividends (for instance, with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full).

Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness.

Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Coordinated Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares.

We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

As of December 31, 2023, our issued (and fully paid up) share capital was $239,147,506.82 which was represented by 220,024,713 shares. As of April 1, 2024, we had:

•194,480,606 ordinary shares outstanding, and

•25,544,107 treasury shares.

By decision at our Shareholders' Special Meeting held on June 23, 2021, our Supervisory Board has been authorized to acquire a maximum of 10% of the existing shares or profit shares during a period of five years, at a price per share not

exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01. Shares bought back by us, can be cancelled or can be held as treasury shares, at the option of the Company.

Under Belgian corporate laws, the voting rights related to treasury shares are suspended and treasury shares give no entitlement to dividend. We may at any time transfer all or part of our treasury shares to a third party, at which time the corresponding voting rights will cease to be suspended and the shares will again give their holder entitlement to dividend. Our shareholders may incur dilution from any such future transfer.

Additionally, by decision of our shareholders' meeting held on February 20, 2020, our Supervisory Board has been authorized to increase our share capital in one or several times by a total maximum amount of $25,000,000 (with possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) or $120,000,000 (without the possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) during a period of five years as from the date of publication of the decision, subject to the terms and conditions to be determined by our Supervisory Board.

Issuances and sales of a substantial number of ordinary shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any future equity offering.

We are incorporated in Belgium, which provides for different and in some cases more limited shareholder rights than the laws of jurisdictions in the United States.

We are a Belgian company and our corporate affairs are governed by Belgian corporate law. Principles of law relating to such matters as the validity of corporate procedures, the fiduciary duties of management, the dividend payment dates and the rights of shareholders may differ from those that would apply if we were incorporated in a jurisdiction within the United States.

For example, there are no statutory dissenters' rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on the Company's behalf, are more limited than in the United States.

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court and is satisfied that:

•The effect of the enforcement judgment is not manifestly incompatible with Belgian public policy;

•The judgment did not violate the rights of the defendant;

•The judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international private law;

•The judgment is not subject to further recourse under U.S. law;

•The judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;

•A claim was not filed outside Belgium after the same claim was filed in Belgium, while the claim filed in Belgium is still pending;

•The Belgian courts did not have exclusive jurisdiction to rule on the matter;

•The U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and

•The judgment submitted to the Belgian court is authentic.

Any shareholder acquiring 30% or more of our issued ordinary shares are required to make a mandatory unconditional public takeover bid.

According to the Belgian law, any shareholder who acquires 30% or more of our issued shares is required to make a mandatory unconditional public takeover bid in the remaining shares in Euronav that it and its affiliates do not already own. The purpose in making the offer for the remaining shares in Euronav is to comply with its obligations under Article 5 of the Takeover Law and Article 50 of the Takeover Decree. Any shareholder who comes into possession, other than following a voluntary takeover bid, directly or indirectly, of more than 30% of the capital or voting rights of the Company, shall launch a takeover bid on all the shares and securities granting access to the shares or voting rights, and on terms that comply with applicable U.S. securities laws, and SEC and NYSE rules and regulations.

Risk Relating to the CMB.TECH Transaction

We may fail to realize the anticipated benefits of the CMB.TECH Transaction

On February 8, 2024, the Company completed its acquisition, or the CMB.TECH Transaction, of CMB.TECH NV, or CMB.TECH, from CMB NV, or CMB, for a total purchase price of $1.150 billion in cash.

We believe that the CMB.TECH Transaction will continue to provide benefits to the combined company. However, there is a risk that some or all of the expected benefits of the CMB.TECH Transaction may fail to materialize, or may not occur within the time periods anticipated. The realization of such benefits may be affected by a number of factors, many of which are beyond our control, including but not limited to the strength or weakness of the economy and competitive factors in the areas where we do business, the effects of competition in the markets in which we operate, and the impact of changes in the laws and regulations regulating the seaborne transportation or refined petroleum products industries or affecting domestic or foreign operations.

As previously disclosed, because CMB will remain active in dry-bulk carriers, chemical tankers and container vessels, it might thus compete with the Company. In order to preserve the interests of Euronav in this regard, CMB has undertaken that certain commercial opportunities be offered first to the Company. The Company will benefit from a priority right, or the Priority Rate, to any potential charters for a term exceeding three months for which both vessels owned by the Company and vessels owned by CMB compete. However, the coordination process may also result in additional and unforeseen expenses. The Priority Right will remain in force until the earlier of (i) the date on which CMB is no longer solely controlling Euronav (as determined by applicable antitrust law) or (ii) the tenth anniversary, automatically renewed with consecutive five-year periods, unless either CMB or Euronav terminates the Priority Right upon three-months' notice.

Additionally, at the closing of the CMB.TECH Transaction, CMB granted Euronav a royalty-free, worldwide license, or the License, to use the trademarks and the trade names "Bocimar", "Bochem" and "Delphis", so that Euronav can continue to commercially deploy dry bulk vessels, container vessels and chemical tankers under these trademarks. The License became effective on February 8, 2024 and is valid for the duration of the relevant licensed intellectual property rights, but will expire when CMB no longer owns 25% of all Ordinary Shares.

We may be unable to extend the Priority Right or the License on terms acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

The challenge of coordinating previously separate businesses makes evaluating our business and future financial prospects difficult. The success of the CMB.TECH Transaction, including anticipated benefits and cost savings, depends, in part, on the ability to successfully integrate the operations of both companies in a manner that results in various benefits, including, among other things, an expanded market reach and operating efficiencies, and that does not materially disrupt existing relationships nor result in decreased revenues or dividends, if any. The past financial performance of each of us and CMB.TECH may not be indicative of our future financial performance. Realization of the anticipated benefits in the CMB.TECH Transaction depends, in part, on our ability to successfully integrate the two businesses. We devote significant management attention and resources to integrating all of the business practices and support functions. The diversion of management's attention and any delays or difficulties encountered in connection with the aftermath of the CMB.TECH Transaction and the coordination of the two companies' operations could have an adverse effect on the business, financial results, financial condition or our share price. The coordination process may also result in additional and unforeseen expenses in the aftermath of the CMB.TECH Transaction.

Failure to realize all of the anticipated benefits of the CMB.TECH Transaction may impact the financial performance of the combined company, the price of our ordinary shares and our ability to pay dividends, if any, which will be at the discretion of our Supervisory Board in accordance with our dividend policy. In addition, even if we do not realize the anticipated benefits of the CMB.TECH Transaction, we would remain liable for significant transaction costs, including legal, accounting and financial advisory fees. There is continuing risk that there may be resulting disruptions in and uncertainty

surrounding our businesses, including impacts on our relationships with our existing and future customers, suppliers and employees, which could have an adverse effect on our business, results of operations and financial condition, regardless in the aftermath of the CMB.TECH Transaction. In particular, we could potentially lose customers or suppliers, and new customer or supplier contracts could be delayed or decreased. These uncertainties may impair our ability to attract, retain and motivate key personnel in the aftermath of the CMB.TECH Transaction. In addition, we have expended, and continue to expend, significant management resources, in an effort to successfully integrate or continue to integrate the two companies in the aftermath of the CMB.TECH Transaction, which are being diverted from our day-to-day operations. In addition, the failure to successfully integrate the two companies in the aftermath of the CMB.TECH Transaction may result in negative publicity or a negative impression of us in the investment community and may affect our relationships with employees, customers, suppliers, lenders and other partners in the business community.

We have incurred and may continue to incur significant transaction and integration-related costs in connection with the CMB.TECH Transaction.

We may continue to incur a number of non-recurring costs associated with the CMB.TECH Transaction and combining CMB.TECH's operations into our operations. We are subject to significant transaction costs and integration-related fees and costs related to formulating and implementing integration plans, including systems consolidation costs and employment-related costs. We continue to assess the amount of these costs, and additional unanticipated costs may be incurred in the aftermath of the CMB.TECH Transaction. Although we expect to realize other efficiencies related to the integration of us with CMB.TECH, which may allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

Additionally, as part of the CMB.TECH transaction we acquired receivables of CMB.TECH in the aggregate amount of approximately $79.2 million. Any inability to collect these receivables could adversely affect our operating results, revenues and costs.

We are subject to certain financing restrictions and changes in covenants as a result of the CMB.TECH Transaction.

We have assumed a substantial part of the existing indebtedness of CMB.TECH as a result of the completion of the CMB.TECH Transaction, which has imposed additional and substantial operating and financial restrictions on us, beyond those that existed prior to the completion of the CMB.TECH Transaction, which, together with the resulting debt services obligations, may significantly limit our ability to execute our business strategy, and increase the risk of default under our now existing debt obligations after the completion of the CMB.TECH Transaction. Our debt agreements generally contain financial covenants, which require us to maintain, among other things, an amount of current assets that, on a consolidated basis, exceeds our current liabilities, which amount of current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year; minimum aggregate amounts of cash, cash equivalents and available aggregate undrawn amounts of any committed loan; minimum levels of aggregate cash, minimum ratios of stockholders' equity to total assets; and a minimum asset coverage ratio. Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things effect changes in management of our vessels; transfer or sell or otherwise dispose of all or a substantial portion of our assets; declare and pay dividends, (with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and incur additional indebtedness.

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.

restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

Prior to the completion of the CMB.TECH Transaction, CMB.TECH's secured credit facilities required it to maintain specified financial ratios and satisfy financial covenants, including ratios and covenants based on the market value of the vessels in its fleet in relation to the indebtedness outstanding.

Because some of the ratios and covenants set minimum values for the vessels in respect of the indebtedness outstanding, including those assumed as a result of the CMB.TECH Transaction, should the value of our vessels decline in the future for any reason whatsoever, including due to declines in charter rates, we may be required to take action to reduce its debt or to act in a manner contrary to its business objectives to meet any such financial ratios and satisfy any such financial covenants. Additionally, some of the ratios and covenants require us to (i) maintain minimum levels of liquidity and (ii) not exceed the maximum level of leverage specified therein. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, may affect our ability to comply with these covenants. No assurance can be provided that we will meet our financial or other covenants or that our lenders will waive any failure to do so.

Additionally, the terms of our indebtedness (including those assumed as a result of the CMB.TECH Transaction) place certain restrictions on the operations of the obligors thereunder, including restrictions on incurring additional indebtedness and liens, disposal of assets and chartering arrangements. These covenants, along with the financial covenants discussed above, may adversely affect our ability to finance future operations or limit its ability to pursue certain business opportunities or take certain corporate actions. Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness. The covenants may also restrict our flexibility in planning for, or reacting to, possible changes in our business and the industry and make it more vulnerable to economic downturns and adverse developments. A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facilities would prevent us from borrowing additional money under our credit facilities and could result in a default thereunder. If a default occurs under certain of our credit facilities, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, the lenders could elect to declare the issued and outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets. Furthermore, our debt agreements contain cross-default provisions, whereby if we default under one of our debt agreements or credit facilities would automatically be an event of default under other debt agreements. Such cross defaults could result in the acceleration of the maturity of our existing debt under these agreements and the lenders thereunder may foreclose upon any collateral securing that debt, including our vessels. In the event of such acceleration or foreclosure, we might not have sufficient funds or other assets to satisfy all of our obligations, which would have a material adverse effect on our business, results of operations and financial condition.

In the aftermath of the CMB.TECH Transaction, our ability to meet our cash requirements, including our debt service obligations, will be dependent upon our operating performance, which will be subject to general economic and competitive conditions and to financial, business and other factors affecting our operations, many of which are or may be beyond the our control. We cannot provide assurance that our business operations will generate sufficient cash flows from operations and revenue generation to fund these cash requirements and debt service obligations. If our operating results, cash flow or capital resources prove inadequate, we could face substantial liquidity problems and we might be required to dispose of material assets or operations to meet our debt and other obligations, which would have an adverse impact on our financial condition. If we are unable to service our debt, we could be forced to stop, reduce or delay planned expansions and capital expenditures, sell assets, restructure or refinance our debt or seek additional equity capital. We may be unable to take any of these actions on satisfactory terms or in a timely manner or efficient manner, which could result in our entering bankruptcy proceedings. Further, any of these actions may not be sufficient to allow us to service our debt obligations or may have an adverse impact on our business. Our debt agreements may limit our ability to take certain of these actions. Our failure to generate sufficient operating cash flow to pay our debts or to successfully undertake any of these actions could have a material adverse effect on the combined company. In addition, the degree to which we are and may continue to be leveraged as a result of the indebtedness assumed in connection with the CMB.TECH Transaction or otherwise could materially and adversely affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or other purposes, could make us more vulnerable to general adverse economic, regulatory, political, government and industry conditions, and could limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete.

Our planned expansion from the tanker sector to the sectors involved in CMB.TECH's business entails certain risks and uncertainties

Our planned expansion from the tanker sector to the sectors involved in CMB.TECH's business entails certain risks and uncertainties. Expansion to the sectors involved in CMB.TECH's business also means that our historical results will not be indicative of our future results.

•CMB.TECH may not succeed in executing its decarbonization strategy;

•CMB.TECH may not succeed to successfully integrate its business divisions into Euronav's business, and the benefits of the Euronav's acquisition of CMB.TECH may not be realized;

•The global clean energy transition may not accelerate as expected, including in the shipping industry;

•Governmental and regulatory focus on a zero-carbon future in accordance with current target dates may be delayed, changed or abandoned;

•The shipping industry may not adopt hydrogen and ammonia as a primary fuel source for ocean-going vessels or any adoption may take longer than expected;

•The obsolescence and scrapping of older vessels that are powered by traditional fuels that emit carbon and their replacement may not occur as expected or at all;

•CMB.TECH's hydrogen and ammonia engine and fuel technology may not be successfully applied in longer haul routes;

•The delivery of the Company's vessels on order may not occur as expected or without unanticipated costs;

•Charters at attractive or expected rates may not be available for the Company's vessels upon expiration of current charters or upon delivery of newbuildings on order;

•CMB.TECH may not complete as expected various hydrogen and ammonia projects upon which the Company's strategy is based around the world both at sea and ashore;

•Improving supply and demand dynamics over the next several years in the dry bulk shipping sector of the shipping industry may not occur as expected;

•A recovery and growth over the next several years in the chemical tanker sector of the shipping industry may not occur as expected;

•Demand for eco-friendly container vessels may not increase or may decline;

•Continued increases in demand for service vessels in the offshore wind industry may not occur as expected;

•The impact of general economic and geopolitical factors may impact the shipping industry, including the war in Ukraine and the on-going conflicts in the Middle East (including recent vessel attacks and Panama Canal port congestion issues);

•Partnerships in which CMB.TECH cooperates with third parties may fail; and

•Intellectual property rights owned by CMB.TECH may be challenged or may expire;

Certain of our directors, executive officers and major shareholders may have interests that are different from the interests of our other shareholders.

CMB, our largest shareholder, beneficially owns the 177,147,299 of our ordinary shares, representing 80.51% of our outstanding shares, as of April 1, 2024. For so long as CMB beneficially owns a significant percentage of our outstanding ordinary shares, it is able to exercise significant influence over us and will be able to strongly influence the outcome of shareholder votes on other matters, including the adoption or amendment of provisions in our articles of incorporation or bye-laws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, amalgamations, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our ordinary shares. CMB may not necessarily act in accordance with the best interests of other shareholders. The interests of CMB may not coincide with the interests of other holders of our ordinary shares. To the extent that conflicts of interests may arise, CMB may vote in a manner adverse to us or to you or other holders of our securities. Please see "Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders."

In addition, certain members of our Supervisory Board, including Mr. Marc Saverys and Mr. Patrick De Brabandere, and certain members of our Management Board, including Mr. Alexander Saverys, Mr. Michael Saverys, Mr. Ludovic Saverys, Mr. Benoit Timmermans and Mr. Maxime Van Eecke, also serve on the boards of CMB. There may be real or apparent conflicts of interest with respect to matters affecting CMB whose interests in some circumstances may be adverse to our interests.

To the extent that we do business with or compete with CMB for business opportunities, prospects or financial resources, or participate in ventures in which CMB may participate, these members of our Supervisory Board and Management Board may face actual or apparent conflicts of interest in connection with decisions that could have different implications for us. These decisions may relate to corporate opportunities, corporate strategies, potential acquisitions of businesses, newbuilding

acquisitions, inter-company agreements, the issuance or disposition of securities, the election of new or additional directors and other matters. Such potential conflicts may delay or limit the opportunities available to us, and it is possible that conflicts may be resolved in a manner adverse to us or result in agreements that are less favorable to us than terms that would be obtained in arm's-length negotiations with unaffiliated third parties.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

Euronav NV was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term. Our Company has the legal form of a public limited liability company (naamloze vennootschap/société anonyme). Our registered office is located at De Gerlachekaai 20, 2000 Antwerpen, Belgium and our telephone number is +32 3 247 44 11.

Our ordinary shares have traded on Euronext Brussels since December 2004. In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, and our ordinary shares commenced trading on the New York Stock Exchange, or NYSE. In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged. Our ordinary shares currently trade on the NYSE and Euronext Brussels under the symbol "EURN."

On June 12, 2018 we completed the merger with Gener8 Maritime Inc., or Gener8, a corporation organized under the laws of the Republic of the Marshall Islands whereby Gener8 became our wholly-owned subsidiary. Prior to the merger, Gener8 was a leading U.S.-based provider of international seaborne crude oil transportation services that resulted from a merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager. At the date of the merger with Gener8, Gener8 owned a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, six Suezmax vessels, and two LR1 vessels, with an aggregate carrying capacity of approximately 7.4 million deadweight tons or DWT, which included 19 "eco" VLCC newbuildings delivered from 2015 through 2017 equipped with advanced, fuel-saving technology, that were constructed at reputable shipyards.

The merger with Gener8 created a world leading independent crude tanker operator with 74 large crude tankers focused predominately on the VLCC and Suezmax asset classes and two FSO vessels in joint venture and provides tangible economies of scale via pooling arrangements, procurement opportunities, reduced overhead and enhanced access to capital. Furthermore the combined company offers investors a well-capitalized and more liquid company in the tanker market.

On June 7, 2022, Euronav became the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc., or INSW.

On October 9, 2023, the Company announced the agreement of two reference shareholders CMB NV, or CMB, and Frontline plc/Famatown Finance Ltd, or Frontline, on a transaction involving multiple interdependent agreements. Part of the agreement included the sale of 24 VLCC tankers from the Euronav fleet, or the Vessel Sale.

On November 22, 2023, the Company announced the sale to CMB NV of all Euronav NV shares held by Frontline plc and Famatown Finance Limited, or the Share Purchase, which resulted in CMB NV owning 49.05% of Euronav's shares, based on 220,024,713 ordinary shares outstanding as of December 31, 2023 (of which the Company holds 17,790,716 ordinary shares in treasury). As part of the Share Purchase, there was a change in the composition of the Supervisory Board as well as the Management Board of the Company. See "Item 6 - Directors, Senior Management and employees" for additional information with respect to the new composition of the Supervisory Board and the Management Board as well as the various committees.The purpose of effecting a change of control of Euronav through the Share Purchase was to resolve the strategic and structural deadlock within Euronav that existed prior to the consummation of the Share Purchase and to enable [CMB NV] to implement its mid- to long-term strategy of transforming Euronav into a Europe-based leading company in the field of maritime and industrial cleantech by gradually diversifying Euronav's fleet away from pure crude oil transportation and focus on diversification and decarbonization of the fleet.

On December 22, 2023, CMB entered into a share purchase agreement with Euronav for the sale of 100% of the shares in CMB.TECH, to Euronav for an aggregate purchase price of approximately $1.15 billion, or the CMB.TECH Transaction. The CMB.TECH Transaction closed on February 8, 2024 and CMB.TECH became a wholly-owned subsidiary of Euronav.

On February 14, 2024, CMB launched its mandatory public takeover bid for all shares of Euronav not already owned by CMB or persons affiliated with CMB, or the Bid. The acceptance period in respect of the Bid opened on February 14, 2024 and closed on March 15, 2024. The bid price amounted to $17.86 per share in cash,the result of $18.43 per share, adjusted for the dividend of $0,57 per share paid by Euronav on December 20, 2023, to holders of record of Euronav shares on December 13, 2023. During the acceptance period, 69,241,955 shares of Euronav, representing 31.47% of the outstanding shares of Euronav, were tendered into the Bid. On March 29, 2024, Euronav announced that the Company purchased 2,620,931 of its own shares. As a result, CMB holds a total of 177,147,299 shares of Euronav, representing 80.51% of the outstanding shares in Euronav. Taking into account the 25,544,107 treasury shares held by Euronav and the 24,400 shares

held by Saverco NV, CMB and persons affiliated with it together will hold 202,715,806 shares, representing 92.13% of the outstanding shares of Euronav.

CMB, as Euronav's controlling shareholder, is implementing a new future strategy for Euronav aimed at making Euronav the reference platform for sustainable shipping and is based on three axes:

1. Diversification of the fleet. CMB is diversifying the fleet of Euronav into different shipping segments to decrease the dependence on the transportation of crude oil. This does not mean exiting the tanker business altogether, but rather a gradual decrease of the share of revenues coming from pure crude oil transportation by adding different shipping asset types to the Euronav portfolio. CMB believes that the expansion into other shipping segments will enable future-proof investments throughout the cycles of the various segments. CMB seeks to achieve this diversification through the acquisition of CMB.TECH; the acquisition of second-hand future-proof vessels; and the ordering of future-proof newbuildings (such as the recent ordering of four VLCC newbuildings). Future-proof in CMB's view means efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ships powered by ammonia.

2. Decarbonization of the fleet. CMB believes a key trend in shipping is offering low-emission ships to its customers given the global fuel transition. It will be crucially important to dedicate significant amounts of capital from the industry and shipping companies to the development of low-carbon engines, fuel supply systems and the production of low-carbon fuels. CMB envisions Euronav playing a leading role in the decarbonization of the shipping industry and being the reference shipowner when it comes to green ships.

3. Optimization of the existing fleet. CMB believes that Euronav's fleet standards have always been excellent. By divesting less efficient/older tankers and re-investing the proceeds in new buildings/modern second hand vessels or technical upgrades (e.g., energy saving devices), CMB seeks to optimize Euronav's large remaining fleet of tankers to continue offering the best fleet to its customers. Euronav will endeavor to finance 65% of the acquisition price of such vessels with external funds (i.e., a leverage ratio of 65%).

Euronav and CMB.TECH together represent a group with approximately 150 ocean-going vessels in dry bulk, container shipping, chemical tankers, offshore wind and oil tankers. The group focuses on large marine and industrial applications on hydrogen or ammonia. They also offer hydrogen and ammonia fuel to customers, through their own production or third-party producers. The company is headquartered in Antwerp, Belgium, and has offices across Europe and Asia. Euronav is listed on Euronext Brussels and on the NYSE under the symbol EURN. Euronav plans to change the group's name to CMB.TECH. Euronav will continue operating as the oil tanker shipping division within the new group.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed at http://www.sec.gov. Our website address is https://www.euronav.com/en/. The information contained on these websites do not form a part of this annual report.

For information about the development of our fleet, please see "Item 5. Operating and Financial Review and Prospects—Fleet Development."

B. Business Overview

General introduction to Euronav CMB.TECH

Euronav CMB.TECH is a cleantech maritime company that builds, owns, operates, and designs large marine and industrial applications that run on dual-fuel or monofuel (diesel-)hydrogen and (diesel-) ammonia engines. Euronav CMB.TECH offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Euronav CMB.TECH is active throughout the full hydrogen value chain through its different divisions: (i) Marine, (ii) Technology & Development Center, (iii) Industry, and (iv) H2 Infra.

I.Marine Division

The largest division in Euronav CMB.TECH is the marine division. It builds, owns, operates and designs a wide range of low and zero-carbon ships powered by dual-fuel or monofuel (diesel-)hydrogen and (diesel-) ammonia engines: dry bulk vessels, container vessels, chemical tankers, oil and product tankers, offshore wind support vessels, and others (tugboats, ferries). The integration of the drivetrain, the storage and the bunkering of hydrogen and ammonia, is implemented with a diverse and experienced in-house engineering team in partnership with Original Equipment Manufacturers (OEMs) and shipyards.

Bocimar: dry-bulk vessels

The Bocimar fleet includes the following dry bulk vessels: (i) 28 Newcastlemax bulk carriers (25 of which are newbuildings under construction that are currently expected to be delivered between 2024 and 2026) ready to be fitted with ammonia

engines and (ii) two 5,000 deadweight tonne (DWT) mini-bulk coaster vessels that are newbuildings under construction (currently expected to be delivered in 2026) ready to be fitted with hydrogen engines.

Dry-bulk market – focus on Capesize and Newcastlemax markets

The shipping dry-bulk market constitutes a pivotal conduit for the global exchange of unpackaged dry cargo, encompassing essential commodities such as coal, iron ore, and grains. Within this market segment, Newcastlemax bulk carriers distinguish themselves by their size (210,000 dwt capacity) and tailored design to navigate the logistical challenges inherent in major coal and iron ore exporting regions. Newcastlemax bulk carriers, which represent the bulk carrier segment with the largest dimensions and cargo carrying capabilities, are purpose-built to accommodate the transport of high-volume commodities, particularly coal, bauxite and iron ore, crucial elements in the global industrial supply chains.

Predominant market drivers for the dry-bulk segment, including Newcastlemax bulk carriers, are intricately intertwined with the demand dynamics underpinning pivotal commodities such as coal, iron ore, and grains. Notably, the robustness of Chinese demand exerts a profound influence, given China's preeminent status as the world's foremost consumer of coal and iron ore. Drivers of Chinese demand encompass an array of macroeconomic variables, including infrastructural investment, urbanization imperatives, and industrial production outputs. In addition, the regulatory environment and geopolitical factors influence the maritime dry-bulk segment.

Strategic alignment of newbuilding program with enhanced utilization levels (2024e-2026e)

In response to projected improvements in utilization levels within the shipping dry-bulk market from 2024 onwards, we have strategically orchestrated a comprehensive newbuilding program. Central to this initiative is the commissioning of 28 state-of-the-art super-eco 210,000 DWT Newcastlemax bulk carriers, scheduled for delivery between July 2023 and September 2026 (four Newcastlemax bulk carriers have been delivered as of this annual report). These vessels are being constructed at Qingdao Beihai shipyard, renowned for its commitment to quality craftsmanship and adherence to stringent industry standards. A key feature of these Newcastlemax bulk carriers is their NH3 readiness and capability for NH3 retrofitting as soon as advanced engine technology becomes commercially available, with projections suggesting readiness by the second half of 2025. This strategic foresight underscores our commitment to future-proofing the fleet, ensuring enhanced commercial value amidst a dynamic regulatory landscape characterized by evolving environmental imperatives. Moreover, these vessels are acclaimed as the most fuel-efficient large dry-bulk vessels globally, boasting unparalleled eco-credentials (Mineral Belgie, 2023 210,000 dwt Newcastlemax consumes 53.4% less LFSO if compared to Mineral Maureen, 2012 206,000 dwt Newcastlemax). Furthermore, the inclusion of 2 x 5,000 dwt coasters powered by hydrogen fuel (H2) further accentuates our commitment to sustainability and technological innovation within the Bocimar fleet.

Market dynamics driving utilization levels

Long-term projections anticipate a resurgence in economic conditions, catalyzing a corresponding increase in utilization rates within the dry-bulk segment from 2024 onwards. Forecasts indicate a net demand growth trajectory, with (0.1)% in 2023, followed by robust increments of 3.0%, 2.9%, and 1.5% for the years spanning 2024e to 2026e. Key drivers of this demand surge include heightened requisites for iron ore, grains, and minor bulks over the stipulated period. Iron ore shipments are anticipated to burgeon by 3.0% from 2023 to 2025, while grain shipments exhibit a projected uptick of 5.1% between 2023 and 2025, propelled by growth in maize shipments in 2024 and wheat volumes recovery in 2025. Moreover, the bauxite trade had an 8% surge in 2023, with sustained growth projections of 5-6% annually thereafter.

Supply dynamics and market balance

Against a backdrop of expanding demand, the dry-bulk vessel supply landscape presents a supportive outlook. Analysis reveals that the current Capesize orderbook stood at 22.5 million DWT in February 2024, representing a mere 5.7% of the Capesize fleet. Furthermore, a moderated net supply growth trajectory is forecasted, encompassing increments of 3.0% in 2023 and diminishing to 2.5%, 1.1%, and 0.4% in the years spanning 2024e through 2026e. This subdued fleet growth trajectory augurs well for maintaining market equilibrium, with utilization curve forecasts indicating increments to 85.5%, 87.0%, and 87.9% in the years 2024 through 2026e. Moreover, extrapolations suggest that by 2027, approximately 70% of the Capesize fleet (comprising vessels of 180 dwt or 782 vessels) is poised to exceed the 15-year threshold, with a similar proportion anticipated to surpass the 18-year mark by 2030.

The strategic alignment of the newbuilding program with anticipated enhancements in utilization levels underscores our proactive stance in capitalizing on emerging market dynamics within the shipping dry-bulk segment. Through the induction of cutting-edge Newcastlemax bulk carriers and hydrogen-powered coasters, coupled with astute market analysis and foresight, we stand poised to navigate evolving regulatory imperatives and capitalize on burgeoning demand for essential commodities, thereby supporting sustained competitiveness and operational resilience in a dynamic global marketplace.

Bochem: chemical tankers

The Bochem fleet includes eight 25,000 DWT chemical tankers (six of which are newbuildings under construction currently expected to be delivered between 2024 and 2025 and two of which are on the water) ready to be fitted with ammonia engines.

Analysis of the chemical shipping market with focus on 25,000 DWT chemical tankers

In our assessment of the chemical shipping market, we turn our attention to the segment comprising 25,000 deadweight tonnage (DWT) chemical tankers, which play a pivotal role in transporting various chemical products across international waters. The chemical shipping market is influenced by a range of factors, including global economic conditions, industrial production levels and global demand for chemicals, regulatory environment, geopolitical factors and trade patterns.

Newbuilding program and fleet characteristics

Under the auspices of favourable long-term charter contracts with an investment grade counter-party, a leading entity in the chemical shipping sector, we have initiated a strategic newbuilding program. This program entails the construction of eight super-eco 25,000 DWT chemical tankers at the CMJL Dingheng shipyard, meticulously designed to meet stringent environmental standards and future regulatory imperatives. These vessels are NH3 ready, underscoring our commitment to sustainability and adaptability in the face of evolving industry requirements. Moreover, they are positioned as best-in-class within their size category, boasting superior operational efficiency and commercial viability.

Market dynamics and demand growth

The chemical shipping market exhibits resilience and steady growth, buoyed by increasing demand for chemical transportation worldwide. Notably, the expansion of production capacity in major chemical export hubs, such as the US and the MEG area, outpaces consumption rates, fueling anticipated increases in exports. However, short-term macroeconomic headwinds, including uncertainties in the Chinese economy and geopolitical tensions, present transient challenges that warrant prudent consideration.

Supportive supply side dynamics

On the supply side, the chemical tanker market benefits from favorable dynamics, characterized by restrained fleet growth and a conducive order book environment. The current order book for new vessels stands at historically low levels, representing a mere 4.1% of the existing core chemical tanker fleet. Moreover, the average fleet age of 13 years, coupled with limited yard capacity and extended lead times for advanced chemical tankers, mitigates the risk of oversupply and underscores the potential for sustained market equilibrium.

Attractive long-term outlook

Despite near-term challenges, the long-term outlook for chemical tankers remains favorable, underpinned by strategic investments and prudent market positioning. Fleet orders have been executed opportunistically within the market cycle, ensuring attractive long-term returns for stakeholders. With a robust contract backlog and established counterparties, we maintain forward visibility and confidence in the enduring profitability in the chemical tanker segment.

In the medium term, we anticipate steady volume growth in the chemical shipping market, coupled with an increase in tonne-miles driven by disruptions in trade flows and sustained demand from European import markets. Despite lingering inflationary impacts on demand, we expect freight rates to be bolstered by fleet contraction. Our strategic fleet orders were executed at an opportune juncture in the market cycle, supporting the potential for long-term attractive returns. Furthermore, our robust contract backlog and established counterparties provide us with forward visibility, which we believe will help us navigate evolving market conditions with confidence and agility.

Euronav: crude oil and product tankers

The crude oil shipping market, pivotal in facilitating global energy trade, encompasses various vessel types, including Suezmax tankers, Very Large Crude Carriers (VLCCs), and Floating Storage and Offloading (FSO) units. The Euronav fleet stands as the second-largest publicly listed crude oil platform. Currently, our trading fleet comprises 17 VLCCs, 22 Suezmax tankers, and two FSO's.

Fleet positioning for the upcycle

Euronav has strategically positioned itself for the future with the inclusion of future-proof tonnage on order, including five ammonia-powered (ready) ECO VLCCs (Qingdao Beihai Shipbuilding) and four ECO Suezmax tankers (DH Shipbuilding). Additionally, our portfolio includes two long-term FSO contracts extending to 2032, alongside multiple time charter (T/C) contracts for VLCCs and Suezmax tankers. In the first quarter of 2024, Euronav ordered two dual fuel methanol 17,000 dwt Bitumen tankers against a 10 year charter contract with an investment grade energy major as counter-party.

By maintaining a significant presence in the spot market, Euronav effectively enhances its sensitivity to prevailing market conditions, thereby maximizing its potential to capitalize on periods of heightened demand and favorable freight rates within the crude oil transportation space. Exposure to the spot market enhances our exposure and operational gearing into the upcycle of the crude oil transportation spot market.

Market dynamics driving tanker improvements

Global oil consumption is poised to reach a record high of 102.9 million barrels per day (MBPD) in 2024, underpinning robust demand for crude oil transportation. However, OPEC+ production cuts have temporally slowed the demand for crude

transportation. Despite this, modest ton-mile growth of 3% is anticipated in 2024, driven by the emergence of new oil supply primarily from the Americas, coupled with new refinery capacity additions predominantly in Asia, resulting in longer sailing distances and increased demand for tanker services.

Impact of low orderbook and aging tonnage

The crude tanker orderbook currently stands at a multi-year low, with crude tankers comprising only 4.6% of the total orderbook (February 2024). Meanwhile, approximately 13.8% of the existing crude tanker fleet is aged above 20 years. By early 2026, this figure is projected to escalate to 24.5%, indicating a potential uptick in vessel recycling. Moreover, VLCCs ordered between 2006 and 2011 are poised to exit the fleet in the coming years, augmenting the supply-side narrative from around 2026 onwards. Consequently, secondhand VLCC asset values have surged to a 14-year high, which provides opportunities to recycle capital from selling older tonnage at market highs and reinvesting the proceeds in future proof (crude oil tanker) tonnage. The introduction of future-proof tonnage, including ammonia-powered ECO VLCCs and Suezmax tankers, underscores our commitment to sustainability, operational efficiency, and long-term competitiveness.

Future market outlook

With limited to no new tonnage entering the market, a rapidly aging fleet, and 2% growth in oil demand anticipated for 2024 (2025:1%), a tightening market scenario is envisaged. Utilization rates are on an upward trajectory, suggesting potential improvements in rates moving forward. Consequently, the combination of constrained supply and growing demand bodes well for a favorable market outlook in the foreseeable future. Through strategic positioning and prudent foresight, we are poised to capitalize on emerging opportunities while navigating market challenges, ensuring sustained competitiveness and value creation for stakeholders in the years ahead.

Delphis: container vessels

The Delphis fleet includes the following container vessels: (i) four container vessels of 6,000 twenty foot equivalent units (TEU) (two of which are newbuildings under construction that are currently expected to be delivered in 2024, and two of which are on the water) which are ready to be fitted with ammonia engines and (ii) one container vessel of 1,400 TEU that is a newbuilding under construction (currently expected to be delivered in 2026) fitted with a dual fuel ammonia engine.

Insights into the container shipping market: focus on 6,000 TEU vessels

A 6,000 TEU ice-class container vessel is a type of container ship designed and built to operate in icy or polar waters. These vessels are equipped with reinforced hulls and other specialized features to withstand the harsh conditions encountered in ice-covered regions. The designation TEU refers to the vessel's carrying capacity, with each TEU representing the cargo capacity of a standard 20-foot shipping container. Therefore, a 6,000 TEU vessel has the capability to transport approximately 6,500 standard containers.

The demand drivers of the 6,000 TEU container shipping market are multifaceted and influenced by various economic, geopolitical, trade, and industry-specific factors. Some of the key drivers include: (i) global economic growth, (ii) consumer demand and consumption patterns, (iii) manufacturing and industrial activity, (iv) international trade agreements and policies, (v) shift in global supply chains, and (vi) political and geopolitical factors.

Newbuilding program and fleet characteristics

Our newbuilding program, conducted under favourable long-term charter contracts with CMA-CGM, underscores our commitment to modernization and sustainability. This initiative includes the construction of four super-eco 6,000 TEU ice-class container feeder vessels, equipped with 1,150 reefer points and NH3 readiness, at Qingdao Yangfan Shipbuilding Co. Ltd. Additionally, a 1,400 TEU dual-fuel NH3 vessel is being constructed, reflecting our dedication to future-proofing the fleet amidst evolving regulatory landscapes. These vessels boast optimized designs, offering trade flexibility and operational efficiency, positioning them as the largest ice-class ships globally with compact dimensions for versatile global trading.

Demand dynamics and economic outlook

Despite lingering uncertainties on the demand side, projections suggest modest economic GDP growth rates of 2.9% in 2024 and 3.2% in 2025, as forecasted by the International Monetary Fund. However, global manufacturing activity has exhibited a slowdown, with the manufacturing US Purchasing Managers' Index (PMI) persistently below 50.0 since the third quarter of 2022. Nonetheless, recovery in head-haul and regional trade volumes is anticipated, with demand growth estimated between 3.0% and 4.0% in 2024 and between 3.5% and 4.5% in 2025.

Supply dynamics and market balance

The container shipping market faces challenges of supply outpacing demand in both 2024 and 2025. New ship contracts continue to be signed at an accelerated pace, with an estimated capacity of 5.0 million TEU expected to be delivered during this period. Despite forecasts of increased ship recycling, fleet expansion is projected at 8.8% in 2024 and 6.4% in 2025, outstripping demand growth. Notably, fleet expansion is heavily skewed towards larger segments, while the relatively oldest fleet today is in the 1,000-8,000 TEU range.

Market outlook and forward visibility

The weakening trend observed in 2022 and 2023 is expected to persist through 2024 and 2025. However, despite market challenges, our company, Delphis, maintains strong contract coverage with the entire fleet committed under long-term time charter contracts (4 x 6,000 TEU up to 2034, and 1 x 1,400 TEU up to 2041). Our robust backlog of orders and established counterparties provide us with the forward visibility and the confidence and stability needed to navigate through the challenging market conditions, ensuring sustained resilience and value creation for our stakeholders.

Conclusion

While the container shipping market faces near-term uncertainties, strategic initiatives such as our newbuilding program and steadfast contract coverage position us well for long-term success amidst evolving market dynamics and regulatory landscapes.

Windcat: offshore wind support vessels

Windcat Workboats Holdings Limited (Windcat) is the parent company of the Windcat group, an offshore wind personnel transfer company. Windcat owns and operates a fleet of 57 Crew Transfer Vessels (CTVs), of which 11 vessels are fitted with a hydrogen engine or can be converted to hydrogen propulsion. Windcat operates mainly in the European offshore wind sector. In addition to its CTV's, Windcat has ordered five Commissioning and Service Operating Vessels (CSOVs), with an option for one additional CSOV, currently expected to be delivered in 2025 and 2026, which will be powered by hydrogen. Windcat is also active in the German and French markets through its joint venture partners, FRS Windcat and TSM Windcat, respectively.

Overview of the CTV and CSOV markets

The CTV and CSOV markets are integral components of the offshore energy industry, providing essential support services for offshore installations such as wind farms, oil rigs, and gas platforms. The evolution of the CTV and CSOV markets is closely intertwined with broader trends shaping the offshore energy landscape, including advancements in offshore technology, regulatory frameworks, environmental considerations, and the expansion of offshore energy projects into deeper waters and remote regions.

Between 2017 and 2022, the global renewable offshore wind sector witnessed a substantial surge in capacity, with approximately 50.5 gigawatts (GW) of new capacity added worldwide. This growth trajectory underscored the increasing significance of offshore wind as a key component of the global energy transition, with governments, industries, and stakeholders increasingly turning to renewable sources to meet energy demands while mitigating environmental impacts. Looking ahead, projections for the period between 2023 and 2028 paint an even more ambitious picture, with forecasts indicating a substantial acceleration in offshore wind capacity expansion. In a main case scenario, it is estimated that approximately 154.0 GW of additional capacity will be added globally during this period. However, in an accelerated case scenario, this figure could potentially reach as high as 181.8 GW.

In line with the escalating demand for offshore wind capacity, projections suggest a significant uptick in the required number of CSOVs. Specifically, it is anticipated that the number of CSOVs in operation will rise from an estimated 50 vessels in 2023 to approximately 150 vessels by the end of 2028. This threefold increase underscores the pivotal role that CSOVs will play in supporting the rapid expansion of the offshore wind sector, facilitating the effective execution of offshore projects and ensuring the continued growth and sustainability of the renewable energy industry on a global scale.

Crew Transfer Vessel (CTV) market

The Crew Transfer Vessel (CTV) market focuses on the transportation of personnel to and from offshore installations, particularly offshore wind farms. Historical rates in the CTV market have been influenced by factors such as offshore wind installation activity, weather conditions, and vessel availability. Future rates are expected to remain stable or experience modest growth, driven by continued investment in offshore wind energy. As the offshore wind industry expands, there is an increasing need for efficient and reliable crew transfer services to support installation, maintenance, and operation activities.

In 2023, the CTV market has experienced robust activity, particularly in the European region, driven by the expansion of offshore wind farms. Further growth is anticipated in the number of offshore wind turbines, leading to increased demand for CTVs. Throughout the spring and summer seasons of 2023, the European CTV market witnessed high utilization rates, with vessels predominantly on charter. As a result, the spot market for CTVs has observed high day rates. At the end of 2023, charterers started to initiate tendering activities for the 2024 season, ahead of the normal schedule, reflecting the anticipated tight market conditions for 2024. Some vessel owners have already noted limited availability for the upcoming 2024 season.

Crew Support Offshore Vessel (CSOV) market

The Crew Support Offshore Vessel (CSOV) market caters to a broader range of offshore activities, including support for deep sea offshore wind building projects, oil and gas exploration and production, offshore construction, and maintenance operations. Historical rates in the CSOV market have been influenced by fluctuations in oil and gas prices, offshore

exploration and production activities, and demand from other offshore industries such as offshore wind development. Demand and utilization fluctuations are closely tied to industry cycles, regulatory changes, and technological advancements.

In 2023, the CSOV market has also witnessed significant growth, driven by offshore wind turbine installations and maintenance activities. Fixed rates in the CSOV market have surged by approximately 15-25% on average compared to the previous year. At the end of 2023, charterers already commenced tendering for CSOVs for the 2024/2025 seasons earlier than usual, reflecting the anticipation of a tight market in the foreseeable future. This early activity underscores the high demand for CSOVs in supporting offshore wind farm operations.

Despite the growing demand for CSOVs, scheduled newbuilding deliveries remain below the required capacity to meet the needs of offshore wind turbine installations. Additionally, delays and unscheduled work at existing wind farms further contribute to the demand for CSOV services.

Both the CTV and CSOV markets are poised for continued growth, driven by the expansion of offshore wind energy projects. With high demand, current elevated day rates, and early tendering activity, stakeholders in these markets can anticipate favorable economic conditions in the coming years. However, challenges such as project delays, vessel availability and newbuilding delays may need to be addressed to ensure the smooth operation and sustainability of these markets.

CMB.TECH – other vessels

The other division encompasses ferry Hydroville, ferry HydroBingo and tugboat HydroTug. The Hydroville, built in 2017, and the HydroBingo, built in 2021, are the world's first hydrogen powered ferries. The Hydroville is operating out of Europe and the HydroBingo out of Japan (through the joint-venture JPNH2YDRO). They are both powered by dual-fuel hydrogen-diesel high speed engines. The HydroTug, built in 2023, is the world's first hydrogen powered tugboat. The ship is a tractor tug with a bollard pull of 65 tonnes and is operated by the Port of Antwerp-Bruges.

Tugboats are crucial for port operations globally, aiding in ship maneuvering and cargo movement. Ports are increasingly adopting greener technologies to cut greenhouse gas emissions. The HydroTug, the world's first dual fuel hydrogen-powered tugboat, sets a precedent for eco-friendly port operations. It highlights the viability of hydrogen as a clean energy source in the port environment and wider maritime sector. With concerns about climate change rising, there's growing demand for dual-fuel hydrogen tugboats worldwide. These vessels are poised to revolutionize port operations, aligning with emission reduction goals and regulatory mandates.

II. CMB.TECH Technology & Development Division

CMB.TECH's Technology & Development Centre holds an impressive 15-year legacy in hydrogen (H2) technology, earning recognition from multiple Original Equipment Manufacturers (OEMs). Led by a team of highly skilled engineers specialized in H2 systems, our center serves as a cornerstone of innovation and excellence for both the industry and marine divisions.

Our journey in H2 technology began in 2008 with pioneering tests on hydrogen combustion. Over the past 25 years, our engineering and design team has demonstrated unparalleled expertise, delivering successful outcomes on complex international projects. Since 2012, we have been at the forefront of dual-fuel hydrogen-diesel technology development. This initiative has seen extensive validation and optimization across various engines, resulting in over 100 field applications, predominantly tested in real-world commercial settings.

One of our distinctive strengths lies in our calibration team, which possesses unique proficiency in H2 combustion. Equipped with state-of-the-art dyno test cells featuring advanced emission after-treatment measurement equipment, they ensure precision and reliability in our technology applications. Furthermore, our engineering team is renowned for its ability to shepherd projects from conceptualization to production, contributing to numerous world-first innovations.

The Technology & Development Center is based in Brentwood, United Kingdom. In addition, JPNH2YDRO is currently building a hydrogen research and development facility in Tsuneishi, Japan.

Partnerships

CMB.TECH collaborates with a wide range of original equipment manufacturers to develop its engines and applications, including the following:

•Be Hydro is a 50/50 joint venture between CMB.TECH and Anglo Belgian Corporation NV located in Ghent, Belgium. Be Hydro builds dual-fuel diesel-hydrogen and monofuel hydrogen engines for the marine, railway, and power industries;

•JPNH2YDRO is a 50/50 joint venture between CMB.TECH, Kambara Kisen Co. Ltd. and Tsuneishi Facilities and Craft Co. Ltd. JPNH2YDRO develops hydrogen applications and produces hydrogen for the Japanese market;

•CMB.TECH collaborates with AB Volvo Penta for the development of hydrogen powered solutions for land-based and maritime applications;

•CMB.TECH collaborates with MAN Truck & Bus SE for the development of large high-speed dual-fuel and monofuel hydrogen engines for both land-based and maritime applications;

•CMB.TECH and Ford have a partnership to convert Ford F Max trucks to dual-fuel hydrogen trucks. CMB.TECH is appointed by Ford as the European Quality Calibration Modifier and component dealer;

•CMB.TECH and Winterthur Gas & Diesel Ltd. (WinGD) have a co-development agreement for large two stroke ammonia-fueled engines.

III. CMB.TECH Industry Division

CMB.TECH's Industry division develops hydrogen powered heavy industrial applications. The advanced technology allows the conversion of existing diesel engines into dual-fuel and monofuel engines, providing flexibility and cost-effectiveness. The engines include high-speed options for smaller-scale applications, as well as medium-speed engines for marine and heavy-duty applications. Unlike traditional fuel cell applications, our dual fuel technology provides a practical and versatile alternative, particularly well-suited for the demanding requirements of industrial settings.

CMB.TECH Industry specializes in the development of heavy-duty and long-endurance industrial equipment intended for deployment in port areas. Our focus is on the utilization of dual fuel technology, ensuring robust, cost-effective, and environmentally friendly solutions across a range of applications including trucks, port and cargo handling equipment, locomotives, power gensets, and BeHydro engines.

Leveraging our extensive experience in the maritime sector, CMB.TECH benefits from streamlined access to major ports worldwide, facilitating seamless integration and adoption of our innovative solutions. In our commitment to promoting the widespread implementation of dual fuel technology, CMB.TECH is establishing local dual fuel workshops in strategic locations. These workshops serve as central hubs for technical expertise and knowledge exchange, ensuring efficient maintenance and servicing of dual fuel equipment.

Moreover, these workshops serve as pivotal drivers for the broader adoption of hydrogen-powered maritime vessels, including tugs, coasters, and multi-functional port utility vessels. By forging synergies between our land-based industrial equipment and maritime solutions, CMB.TECH is at the forefront of sustainable innovation, reshaping the landscape of port operations for the future.

Dual-fuel Hydrogen-Diesel Trucks

Our dual-fuel hydrogen-diesel trucks are engineered to provide seamless operation, even in scenarios where hydrogen (H2) availability is limited. In the event of H2 depletion or the absence of refueling stations, the truck seamlessly transitions to diesel mode, ensuring continuous functionality.

Dual-fuel Hydrogen-Diesel Cargo Handlers

Our dual-fuel hydrogen-diesel cargo handlers are designed to provide versatile and reliable performance across various port environments. Standardized to meet the operational demands of ports worldwide, these cargo handlers ensure seamless compatibility and functionality across different locations. Given that cargo handlers often cannot operate on public roads, our dual-fuel technology ensures uninterrupted operation in the event of hydrogen refueling station maintenance. Currently, we are developing a range of equipment, including yard tractors, roro tractors, and hybrid straddle carriers, all equipped with dual-fuel technology. Additionally, plans for dual-fuel RTG and reach stacker projects are already underway.

Dual-fuel Hydrogen-Diesel Locomotives

In port areas where full electrification of railways is challenging, our dual-fuel hydrogen-diesel locomotives offer a viable solution. Our combustion technology enables the integration of zero-emission technology into locomotive drivetrains with minimal engineering modifications, ensuring both robustness and simplicity. As part of the HyRail project, we are converting locomotives to operate with green hydrogen fuel in dual-fuel mode, showcasing the potential for sustainable long-haul transport. Utilizing the BeHydro V12 medium-speed engine, our dual-fuel locomotives offer a practical solution for repowering projects and are compatible with hybridization efforts.

Hydrogen-Powered Gensets (Dual-fuel and Monofuel)

Since 2018, we have deployed mono and dual-fuel gensets to power various events and have partnered with companies such as e-power and DBR to package our engines into commercial applications. These gensets offer a versatile solution for providing clean and reliable power, with applications ranging from event power supply to maritime cold ironing technology. Moreover, our feasibility studies have explored the potential of mobile power barges, offering flexible and clean power supply options for ships. Equipped with hydrogen gensets, these barges can serve as floating refueling stations and contribute to emissions reduction efforts both at sea and onshore.

IV. CMB.TECH H2 Infra Division

The H2 infra division offers hydrogen and ammonia fuel to its customers, either through its own production or by sourcing it from third party producers. Within H2 infra, the necessary technology and infrastructure is designed, developed and operated to produce and distribute green hydrogen and ammonia. A particular focus on hydrogen and ammonia storage completes the entire value chain to deliver the clean fuels of the future. The H2 infra division includes following subdivisions and projects:

Maritime & Public H2 Production & Refueling Station, Antwerp

CMB.TECH has achieved a groundbreaking milestone with the construction of the world's first maritime and public H2 refueling station in Antwerp. This innovative facility integrates onsite green H2 production capabilities, enabling the dispensing of hydrogen to trucks, cars, trailers, and ships. The Antwerp station serves as a valuable testing ground, providing invaluable insights into costs, operational dynamics, and technical challenges that inform future projects.

The Hydrogen Refueling Station in Antwerp produces hydrogen on site through a 1.2-megawatt (MW) electrolyzer. The Hydrogen Refueling Station is fitted with a 950-bar hydrogen compressor, allowing it to deliver hydrogen to cars at 700 bar and to trucks and to ships at 350-bar. The Hydrogen Refueling Station also features two tube trailer docks for unloading or filling vehicles at 500-bar. This mobile refueler supports various marine and industry operations, offering flexibility and reliability. With two trailers currently in operation and two more slated for delivery in the first quarter of 2024, we are well-equipped to meet the evolving needs of our customers.

PV2Fuel Namibia

In line with our commitment to sustainable energy solutions, CMB.TECH is spearheading the Photovoltaic-to-Fuel (PV2Fuel) project in Namibia. Leveraging the country's abundant solar resources, stable environment, and strategic location, this initiative aims to develop green hydrogen and ammonia production facilities. The project's first phase focuses on small-scale hydrogen and ammonia production, with plans for subsequent expansion to include ammonia storage and bunkering facilities. Anticipated milestones include operational readiness by mid-2024 for hydrogen production and refueling, with ammonia production targeted for completion by the end of 2025.

Phase 1: Small-Scale Green H2/NH3 by Cleanergy Solutions

Phase 1 is performed by Cleanergy Solutions Namibia, a joint venture (49%) with the Ohlthaver & List Group that develops hydrogen production projects in Namibia.

The first phase of our project involves the establishment of a small-scale hydrogen and ammonia production facility in the port of Walvis Bay, accompanied by a hydrogen refueling station. The hydrogen production infrastructure includes a 5MW solar park, a 5MW electrolyzer, a 5.9MWh battery energy storage system (BESS), three compressors (with a capacity of 3x45 kg/hour each), and storage facilities capable of handling pressures of 40-bar, 300-bar, and 500-bar. The anticipated hydrogen production output is 182 tons per year. Additionally, the ammonia plant will feature containerized units with a design capacity of four tons per day.

Our ambition with this phase is multi-faceted. We aim to establish and train a local Namibian team, gain valuable experience in navigating the country's regulatory and technological landscape, build trust with the government and local communities, and demonstrate our capability to execute complex projects in Namibia.

We have secured a lease agreement with the Municipality of Walvis Bay for 24 hectares, with an option for an additional 175 hectares for future project phases. Currently, the hydrogen production project is under construction, with all major equipment ordered and initial deliveries made to Walvis Bay. The pre-FEED (Front-End Engineering Design) for ammonia production is ongoing and expected to be finalized by the first quarter of 2024. We anticipate the hydrogen production and refueling station to be operational by mid-2024, with ammonia production targeted for completion by the end of 2025. The total investment for this phase is estimated at $40 million.

Phase 2: NH3 Storage and Bunkering Facility

In the second phase, we will focus on establishing an import/export ammonia terminal with bunkering facilities and a storage capacity of 40,000 tons. This terminal, integrated into the existing jetty operated by Namcor, will serve as a crucial hub for ammonia bunkering and storage, aimed at kickstarting the usage of ammonia as a bunker fuel for shipping. Our goal is to create a unique gateway to clean-fuel customers, leveraging the cost-effective production of green ammonia. Currently, the FEED (Front-End Engineer Design) is ongoing, with a non-binding MOU signed with Namcor for the existing jetty. We anticipate operational readiness by 2026. The terminal will be located in the North Port of Walvis Bay, with an option agreement received from Namport for an area of 113 hectares. The estimated capital expenditure for this phase is $200 million.

Phase 3: PV2Fuel: NH3 Production

In the third phase, we will embark on an ambitious endeavor to establish industrial-scale green ammonia production facilities. This phase will involve the development of a 930MWp solar park, a 500MW electrolyzer (with a capacity factor of 41%), and the production of an estimated 185,000 tons of ammonia per year. Our overarching goals include securing long-term availability of green ammonia at low cost, acquiring knowledge on green NH3 production costs for future offtake agreements, and facilitating the upscaling of similar projects to support the global demand for clean fuels. The pre-FEED engineering has been finalized by Technip Energies, and we are preparing to initiate the FEED engineering process. Operational readiness for this phase is targeted for 2028. The solar park and electrolysers will be located in Arandis, with hydrogen production transported to Farm 58 via pipeline for ammonia production. The estimated capital expenditure for this phase is $2.55 billion.

Once proven, the technology, business model, and framework agreements with stakeholders will enable rapid scale-up. As CMB.TECH, we are well-positioned to support this upscaling effort based on our experience. The utilization rate of the electrolyzer will play a crucial role in driving down the Levelized Cost of Ammonia (LCOA), with expectations of significant cost reductions in the near future. With further production scaling, green ammonia is poised to become competitive with blue and grey ammonia, contributing to the global transition towards sustainable energy solutions.

Our Fleet

Set forth below is certain information regarding our fleet as of April 1, 2024.

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Charter Expiry Date (2)

Owned Vessels

Daishan

VLCC

306,005

2007

Daewoo

Perenco

Time Charter

Nov-25

Dalma

VLCC

306,543

2007

Daewoo

TI Pool

Nectar

VLCC

307,284

2008

Dalian

Spot

Noble

VLCC

307,284

2008

Dalian

Spot

Newton

VLCC

307,284

2009

Dalian

Spot

Hakata

VLCC

302,550

2010

Universal

TI Pool

Hakone

VLCC

302,624

2010

Universal

TI Pool

Hirado

VLCC

302,550

2011

Universal

TI Pool

Alsace

VLCC

299,999

2012

Samsung

TI Pool

Ilma

VLCC

314,000

2012

Hyundai

TI Pool

Ingrid

VLCC

314,000

2012

Hyundai

TI Pool

Iris

VLCC

314,000

2012

Hyundai

TI Pool

Hojo

VLCC

302,965

2013

JMU

TI Pool

Antigone

VLCC

299,421

2015

Hyundai

TI Pool

Dia

VLCC

299,999

2015

Daewoo

TI Pool

Aegean

VLCC

299,999

2016

Hyundai

TI Pool

Donoussa

VLCC

299,999

2016

Daewoo

TI Pool

TK300K-1

VLCC

319,000

2026

Qingdao Beihai

TK300K-2

VLCC

319,000

2026

Qingdao Beihai

TK300K-3

VLCC

319,000

2026

Qingdao Beihai

TK300K-4

VLCC

319,000

2027

Qingdao Beihai

TK300K-5

VLCC

319,000

2027

Qingdao Beihai

VLCC | Total DWT | #

6,781,506

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Charter Expiry Date (2)

Owned Vessels

Statia

Suezmax

150,205

2006

Universal

Spot

Cap Lara

Suezmax

158,826

2007

Samsung

Valero

Time Charter (3)

March-25

Cap Victor

Suezmax

158,853

2007

Samsung

Spot

Selena

Suezmax

150,205

2007

Universal

Spot

Sienna

Suezmax

150,205

2007

Universal

Spot

Cap Felix

Suezmax

158,765

2008

Samsung

Spot

Cap Theodora

Suezmax

158,819

2008

Samsung

Spot

Sapphira

Suezmax

150,205

2008

Universal

Spot

Fraternity

Suezmax

157,714

2009

Samsung

Spot

Sofia

Suezmax

165,000

2010

Hyundai

Spot

Stella

Suezmax

165,000

2011

Hyundai

Spot

Captain Michael

Suezmax

157,648

2012

Samsung

Spot

Maria

Suezmax

157,523

2012

Hyundai

Spot

Cap Corpus Christi

Suezmax

156,600

2018

Hyundai

Valero

Time Charter (3)

Oct-25

Cap Pembroke

Suezmax

158,826

2018

Hyundai

Valero

Time Charter (3)

Jun-25

Cap Port Arthur

Suezmax

156,600

2018

Hyundai

Valero

Time Charter (3)

Oct-25

Cap Quebec

Suezmax

156,600

2018

Hyundai

Valero

Time Charter (3)

Jun-25

Cedar

Suezmax

157,310

2022

Daehan

Spot

Cypres

Suezmax

157,310

2022

Daehan

Spot

Brest

Suezmax

156,851

2023

Hyundai

Spot

Bristol

Suezmax

156,851

2023

Hyundai

Spot

Brugge

Suezmax

156,851

2023

Hyundai

Spot

H5088

Suezmax

156,790

2024

DH Shipbuilding

H5089

Suezmax

156,790

2024

DH Shipbuilding

H5105

Suezmax

156,000

2026

DH Shipbuilding

H5106

Suezmax

156,000

2026

DH Shipbuilding

SUEZMAX | Total DWT | #

4,078,347

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Charter Expiry Date (2)

FSO Vessels

FSO Africa

FSO

432,023

2002

Daewoo

NOC

Service Contract

Sep-32

FSO Asia

FSO

432,023

2002

Daewoo

NOC

Service Contract

Jul-32

FSO | Total DWT | #

864,046

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

Hydrotug

Tugboat

145

2022

Armon

Port of Antwerp-Bruges

Bareboat

2025

TUGBOAT | Total DWT | #

145

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

Hydroville

Ferry

2017

BW Seacat

Demonstration vessel

Hydrobingo*

Ferry

2021

Tsuneishi

FERRY | Total DWT | #

* 50% owned vessel


Vessel Name	Type	Deadweight Tons (DWT)	Year Built	Shipyard (1)	Charterer	Employment	Chartered-In Expiry Date
Owned Vessels (CMB.TECH)
552205	CSOV	2,000	2025	Damen		Spot
552206	CSOV	2,000	2025	Damen		Spot
552207	CSOV	2,000	2025	Damen		Spot
552208	CSOV	2,000	2026	Damen		Spot
552209	CSOV	2,000	2026	Damen		Spot


CSOV \| Total DWT \| #		10,000		5

Vessel Name

Type

TEU (twenty foot eq.)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

CMA CGM Masai Mara

Container

6,000

2023

Yangfan

CMA CGM

Time Charter

2033

CMA CGM Zingaro

Container

6,000

2024

Yangfan

CMA CGM

Time Charter

2034

Cv5900-05

Container

6,000

2024

Yangfan

CMA CGM

Time Charter

2034

Cv5900-06

Container

6,000

2024

Yangfan

CMA CGM

Time Charter

2034

Yara Eyde

Container

1,400

2026

Yangfan

Yara Int.

Long-term Contract of affreightment

CONTAINER | Total TEU | #

25,400

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

Bochem Houston

Chemical

25,999

2023

Merchants

Stolt Tankers

Spot

Bochem Rotterdam

Chemical

25,000

2023

Merchants

Stolt Tankers

Spot

CMYZ0111

Chemical

25,000

2024

CMJL Dingheng

Stolt Tankers

Time Charter

2034

CMYZ0112

Chemical

25,000

2024

CMJL Dingheng

Stolt Tankers

Time Charter

2034

CMYZ0113

Chemical

25,000

2024

CMJL Dingheng

Stolt Tankers

Time Charter

2034

CMYZ0114

Chemical

25,000

2024

CMJL Dingheng

Stolt Tankers

Time Charter

2034

CMYZ0121

Chemical

25,000

2025

CMJL Dingheng

CMYZ0122

Chemical

25,000

2025

CMJL Dingheng

CHEMICAL | Total DWT | #

200,999

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

Mineral België

Newcastlemax

210,204

2023

Qingdao Beihai

Spot

Mineral Nederland

Newcastlemax

210,204

2023

Qingdao Beihai

Spot

Mineral France

Newcastlemax

210,000

2024

Qingdao Beihai

Spot

Mineral Luxembourg

Newcastlemax

210,197

2024

Qingdao Beihai

Spot

BC210K-31

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-32

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-33

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-34

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-37

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-38

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-47

Newcastlemax

210,000

2024

Qingdao Beihai

BC210K-43

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-44

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-45

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-48

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-49

Newcastlemax

210,000

2025

Qingdao Beihai

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

BC210K-50

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-51

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-52

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-53

Newcastlemax

210,000

2025

Qingdao Beihai

BC210K-46

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-54

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-55

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-56

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-63

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-64

Newcastlemax

210,000

2026

Qingdao Beihai

BC210K-79

Newcastlemax

210,000

2027

Qingdao Beihai

BC210K-80

Newcastlemax

210,000

2027

Qingdao Beihai

BULKER NEWCASTLEMAX | Total DWT | #

5,880,605

Vessel Name

Type

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

Windcat 1

CTV

2004

AF Theriault

Spot

Windcat 2

CTV

2005

AF Theriault

Short term Time Charter

Windcat 3

CTV

2005

AF Theriault

Short term Time Charter

Windcat 4

CTV

2005

AF Theriault

Spot

Windcat 10

CTV

2007

AF Theriault

Short term Time Charter

Windcat 6

CTV

2007

AF Theriault

Short term Time Charter

Windcat 7

CTV

2007

Island Boats Inc

Short term Time Charter

Windcat 11

CTV

2008

AF Theriault

Short term Time Charter

Windcat 16

CTV

2008

AF Theriault

Short term Time Charter

Windcat 19

CTV

2008

AF Theriault

Short term Time Charter

Windcat 14

CTV

2009

D&S Woudsend

Short term Time Charter

Windcat 15

CTV

2009

D&S Woudsend

Short term Time Charter

Windcat 17

CTV

2009

AF Theriault

Spot

Windcat 18

CTV

2009

AF Theriault

Spot

Vessel Name

Type

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Windcat 20

CTV

2009

D&S Woudsend

Short term Time Charter

WC Dorothea

CTV

2010

South Boats

Short term Time Charter

Windcat 21

CTV

2010

AF Theriault

Spot

Windcat 22

CTV

2010

D&S Woudsend

Short term Time Charter

Windcat 23

CTV

2010

AF Theriault

Short term Time Charter

Windcat 24

CTV

2010

D&S Woudsend

Short term Time Charter

Windcat 25

CTV

2010

D&S Woudsend

Short term Time Charter

Windcat 101

CTV

2011

Bloemsma van Bremen

Spot

Windcat 26

CTV

2011

D&S Woudsend

Short term Time Charter

Windcat 27

CTV

2011

AF Theriault

Short term Time Charter

Windcat 29

CTV

2011

AF Theriault

Short term Time Charter

Windcat 28

CTV

2012

D&S Woudsend

Spot

Windcat 30

CTV

2012

D&S Woudsend

Short term Time Charter

Windcat 31

CTV

2013

D&S Woudsend

Short term Time Charter

Windcat 32

CTV

2013

D&S Woudsend

Short term Time Charter

Windcat 33

CTV

2013

D&S Woudsend

Short term Time Charter

Windcat 34*

CTV

2013

D&S Woudsend

Short term Time Charter

Windcat 35*

CTV

2014

D&S Woudsend

Short term Time Charter

Windcat 36

CTV

2014

D&S Woudsend

Short term Time Charter

Windcat 37

CTV

2015

D&S Woudsend

Short term Time Charter

Windcat 38

CTV

2015

D&S Woudsend

Short term Time Charter

Windcat 39

CTV

2016

D&S Woudsend

Short term Time Charter

Windcat 40

CTV

2017

D&S Woudsend

Short term Time Charter

Windcat 41

CTV

2018

D&S Woudsend

Short term Time Charter

Windcat 42*

CTV

2018

D&S Woudsend

Short term Time Charter

Windcat 43*

CTV

2018

D&S Woudsend

Short term Time Charter

TSM Windcat 44*

CTV

2019

D&S Woudsend

Short term Time Charter

Windcat 45

CTV

2019

D&S Woudsend

Short term Time Charter

Windcat 46

CTV

2020

D&S Woudsend

Short term Time Charter

Windcat 47

CTV

2020

D&S Woudsend

Short term Time Charter

Vessel Name

Type

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Hydrocat 48

CTV

2021

D&S Woudsend

Short term Time Charter

TSM Windcat 49*

CTV

2021

D&S Woudsend

Short term Time Charter

TSM Windcat 52*

CTV

2022

Neptune

Short term Time Charter

TSM Windcat 53*

CTV

2022

Neptune

Short term Time Charter

TSM Windcat 54*

CTV

2022

Neptune

Short term Time Charter

Windcat 50

CTV

2022

D&S Woudsend

Short term Time Charter

Windcat 51

CTV

2022

D&S Woudsend

Short term Time Charter

Hydrocat 55

CTV

2023

D&S Woudsend

Short term Time Charter

TSM Windcat 59*

CTV

2024

Neptune

Short term Time Charter

Windcat 56*

CTV

2024

Neptune

Short term Time Charter

Windcat 57

CTV

2024

D&S Woudsend

Short term Time Charter

Windcat 58

CTV

2024

D&S Woudsend

Short term Time Charter

CTV

* 50% owned vessel

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

Bitumen carrier CMJL #1

Bitumen carrier

17,000

2026

Merchants

Bitumen carrier CMJL #2

Bitumen carrier

17,000

2026

Merchants

BITUMEN CARRIER | Total DWT | #

34,000

Vessel Name

Type

Deadweight Tons (DWT)

Year Built

Shipyard (1)

Charterer

Employment

Chartered-In Expiry Date

Owned Vessels (CMB.TECH)

DQS-02

Bulker coaster

5,000

2026

Dung Quat

DQS-04

Bulker coaster

5,000

2026

Dung Quat

BULKER COASTER | Total DWT | #

10,000

(1)As used in this report, "Samsung" refers to Samsung Heavy Industries Co., Ltd, "Hyundai" refers to Hyundai Heavy Industries Co., Ltd., "Universal" refers to Universal Shipbuilding Corporation, "Hitachi" refers to Hitachi Zosen Corporation, "Daewoo" refers to Daewoo Shipbuilding and Marine Engineering S.A., "JMU" refers to Japan Marine United Corp., Ariake Shipyard, Japan, "Dalian" refers to Dalian Shipbuilding Industry Co. Ltd., "STX" refers to STX Offshore and Shipbuilding Co. Ltd., and "Hanjin" refers to Hanjin Heavy Industry Co. Ltd., "NTS" refers to New Times Shipbuilding Co., Ltd., "Okpo" refers to Daewoo Shipbuilding & Marine Engineering

(DSME) shipyard, "Damen" refers to Damen Shipyards Hai Long Bay, "Merchants" refers to China Merchants Jinling Shipyard (Weihai) Co., Ltd., "Yangfan" refers to Yanfan Group Co. Ltd., "D&S Woudsend" refers to Dok en Scheepsbouw Woudsend BV, "Qingdao Beihai" refers to CSSC Qingdao Beihai Shipbuilding Co., Ltd., "South Boats" refers to South Boats Special Projects Ltd., "Yara Int." refers to Yara International ASA, "Tsuneishi" refers to Tsuneishi Shipbuilding Co., Ltd., "DH Shipbuilding" refers to Daehan Shipbuilding Co., Ltd., "Armon" refers to , "BW Seacat" refers to Bennett-Worrallo SeaCat Ltd., "Neptune" refers to Neptune Shipyards B.V., "AF Theriault" refers to A.F. Theriault & Son Ltd., "Armon" refers to Astilleros Armon S.A., "CMJL Dingheng" refers to China Merchants Jinling Shipyard (Weihai) Co., Ltd., "Dung Quat" refers to Dung Quat Shipbuilding Industry Ltd.

(2)Assumes no exercise by the charterer of any option to extend (if applicable).

(3)Profit sharing component under time charter contracts

Employment of Our Fleet

Our tanker fleet is employed worldwide through a combination of primarily spot market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. We deploy our two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector.

For the year 2024, the Euronav/CMB.Tech fleet is currently expected to have approximately 19,782 available days for hire. As of April 1, 2024, 78.6% of the Euronav fleet are expected to be available to be employed on the spot market, either directly or through the TI Pool, 12.1% are expected to be available to be employed on time charters with a profit sharing element and 9.3% are expected to be available to be employed on fixed time charters without a profit sharing element.

Spot Market

Tankers International Pool

Euronav principally employs and commercially manages its VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow it and other TI Pool participants, consisting of unaffiliated third-party owners and operators of similarly sized vessels, or Pool Participants, to gain economies of scale, obtain increased cargo, flow of information, logistical efficiency and greater vessel utilization. As of April 1, 2024, the TI Pool was comprised of 40 vessels, including 17 of Euronav's VLCCs.

By pooling its VLCCs with those of other shipowners, Euronav is able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for its vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel's speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. In 2023, TI Pool membership costs were approximately $703,64 per vessel per day (with each vessel receiving its proportional share of pool membership expenses, excluding pool credit line costs).

In 2017, the corporate structure of the TI Pool was rationalized. This new structure allowed the TI Pool to arrange for a credit line financing. This credit line is used to fund the working capital in the ordinary course of TI Pool's business of operating a pool of tankers vessels, including but not limited to the purchase of bunker fuel, the payment of expenses relating to specific voyages and supplies of pool vessels, commissions payable on fixtures, port costs, expenses for hull and propeller cleaning, canal costs, insurance costs for the account of the pool, and insurance and fees payable for towage of vessels.

Tankers (UK) Agencies Limited, of which Euronav owns 50% of the outstanding voting shares, is the manager of the pool and is also responsible for the commercial management of the Pool Participants, including negotiating and entering into vessel employment agreements on behalf of the Pool Participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.

Time Charters

Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help Euronav mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, Euronav may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. Euronav may also enter into time-charter contracts with profit-sharing arrangements, which it believes will enable Euronav to benefit if the spot market increases above a base

charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract. As of April 1, 2024, Euronav employed seven of its vessels on fixed-rate time charters.

FSOs and Offshore Service Contracts

We currently deploy our two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium.

Technical and Commercial Management of our Vessels

A majority of Euronav's vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Its in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.

In addition to Euronav's in-house fully integrated technical management, Euronav utilizes the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to Euronav's vessels and are supervised by an experienced in-house oversight team. Euronav currently contracts Northern Marine Management Limited (part of Northern Marine Group) and Anglo Eastern group of companies (through some of their wholly-owned subsidiaries) The services provided by Euronav's third party technical management are very similar to Euronav's own technical management and involves part or all of the day-to-day management of vessels.

Euronav's VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, excluding voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2023, Euronav paid an aggregate of $9.7 million for the commercial management of Euronav's vessels operating in the TI Pool

Euronav's Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for Euronav's vessels.

Euronav's time chartered vessels are managed by Euronav's operations department based in Antwerp.

Competition

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive. We compete with other tanker owners, including major oil companies as well as independent tanker companies.

Competition arises primarily from other tanker owners and operators, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage.

We currently operate all of our vessels in the spot market, either directly or through the TI Pool, or on time charter or on service agreements for the FSOs. For our vessels that operate in the TI Pool, Tankers UK Agencies Ltd. (TUKA), the pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels.

Seasonality

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories:

1.Increased demand prior to Northern Hemisphere winters as heating oil consumption increases, and

2.Increased demand for gasoline prior to the summer driving season in the United States.

Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.

Environmental and Other Regulations on Tankers and FSO's

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications (where applicable) and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard or USCG, Captain of the Port or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The IMO had adopted the International Convention for the Prevention of Pollution from Ships (MARPOL), the International Convention for the Safety of Life at Sea of 1974 (SOLAS Convention), and the International Convention on Load Lines of 1966 (LL Convention). MARPOL establishes structural and operational environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to all tankers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to prevention of pollution by oil; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to prevention of air pollution from ships. Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2013, the IMO's Marine Environmental Protection Committee (MEPC) adopted a resolution amending MARPOL Annex I Condition Assessment Scheme (CAS). These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers (ESP Code) which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits "deliberate emissions" of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of "volatile organic compounds" from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. All of the Euronav vessels are currently compliant in all material respects with these regulations.

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard vessels. On October 27, 2016, the MEPC agreed to implement a global 0.5% mass by mass (m/m) sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Vessels are now required to obtain bunker delivery notes and International Air Pollution Prevention (IAPP) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on vessels were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (scrubbers), which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain "Emission Control Areas", or ECAs. As of January 1, 2015, vessels operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, Hawaii Area, and United States Caribbean area. In addition, several Chinese ports have established a similar system. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency "EPA", or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution, or the Barcelona Convention, agreed to support the designation of a new ECA in the Mediterranean. On December 15, 2022, MEPC 79 adopted the designation of a new ECA in the Mediterranean, with an effective date of May 1, 2025. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic Waters and the North-East Atlantic Ocean.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to vessels that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for vessels built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires vessels above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from vessels, as discussed further below.

MARPOL made mandatory certain measures relating to energy efficiency for vessels. All vessels are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMP), and new vessels must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (EEDI). Under these measures, by 2025, all new vessels built will be 30% more energy efficient than those built in 2014. MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI's "phase 3" requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.

Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (EEXI), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (CII). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships

above 400 gross tonnage must have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (HFO) by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and entered into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023. Any vessels that will not meet this new EEXI requirement will need to adopt energy-saving/emission reducing technology, through retrofits, to reach compliant levels. This creates a vast array of implications for the tanker industry going forward. Recycling of older ships could accelerate as the investments to comply with regulations are not feasible. One of the most efficient ways of reducing emissions is reducing power, this would in turn limit vessel speed and with that supply.

MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic. MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. The amendments will enter into force on May 1, 2024.

MEPC 78 made progress with the discussions around the revision of the Initial IMO GHG Strategy. The revision takes into account the commitment to strengthen the levels of ambition of the Initial Strategy and the needs of developing States, in particular small island developing States (SIDS) and least developed countries (LDCs). The MEPC adopted guidelines to support the implementation of the short-term measure to reduce ships' carbon intensity in accordance with the timelines set out in the Initial IMO GHG Strategy. The MEPC also approved draft amendments to appendix IX of MARPOL Annex VI on the reporting of EEXI and CII values to the IMO Data Collection System (DCS). Regarding the so-called "basket of candidate mid-term measures" the MEPC integrated various technical elements (for example, a GHG fuel standard and/or enhancement of IMO's carbon intensity measures) and carbon pricing elements (for example, a market-based measure). The MEPC agreed to designate the entire Mediterranean Sea as an emission control area, meaning that ships will - from 2025 - have to comply with more stringent controls on sulfur oxide emissions. In a SOx-ECA, the limit for sulfur in fuel oil used on board ships is 0.10% m/m, while outside these areas the limit is 0.50% m/m. Proposed amendments to MARPOL Annex VI were also approved, with a view to adoption at MEPC 79, which will designate the Mediterranean Sea, as a whole, as an Emission Control Area for Sulphur Oxides (Sox-ECA) and particulate matter. The amendment could enter into force in mid-2024, with the new limit taking effect from 2025.

MEPC 79 approved an extension of the Unified Interpretation of Regulation 18.3 of MARPOL Annex VI related to Nox emissions when using biofuels, that it should also be applicable for fuels with a synthetic fuel content of up to 30%.

MEPC 80 approved draft amendments to MARPOL Annex VI regarding the revision of the IMO ship fuel oil consumption Data Collection System (DCS). The ISWG-GHG 14 session in March 2023 had discussed relevant proposals, noting broad support within the Group for the inclusion of data on transport work and on enhanced level of granularity of reported data in the DCS. The draft amendments relate to MARPOL Annex VI Appendix IX on "Information to be submitted to the IMO Ship Fuel Oil Consumption Database" (relating to regulation 27), relating to reporting of data on cargo carried. MEPC 80 also approved the review plan of the CII regulations and guidelines, which must be completed at the latest by January 1, 2026.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention addresses issues related to the safe manning of vessels and emergency preparedness, training and drills. The Convention of Limitation of Liability for Maritime Claims (LLMC) sets limitations of liability for a loss of life or personal injury claim or a property claim against vessel owners. All of the Euronav vessels are in full compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (ISM Code), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code.

The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate (SMC) for each vessel they operate. This certificate evidences compliance by a vessel's management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance (DOC), issued by, or on behalf of, each flag state, under the ISM Code. We have obtained applicable documents of compliance for our ship management offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Regulation II-1/3-10 of the SOLAS Convention governs vessel construction and stipulates that vessels over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers, among other vessels. The SOLAS Convention regulation II-1/3-10 on goal-based vessel construction standards for oil tankers, among other vessels, which entered into force on January 1, 2012, requires that all oil tankers, among other vessels, of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (GBS Standards).

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (IMDG Code). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (STCW). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (Polar Code). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.

In June 2022, SOLAS also set out new amendments that took effect on January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System ("GMDSS"), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel. These new requirements may impact the cost of our operations.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM Convention) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires vessels to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water

exchange requirements, to be replaced in time with mandatory concentration limits, and require all vessels to carry a ballast water record book and an international ballast water management certificate.

On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date "existing vessels" and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention's implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes were adopted at MEPC 72. Vessels over 400 gross tons generally must comply with a "D-1 standard," requiring the exchange of ballast water only in open seas and away from coastal waters. The "D-2 standard" specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. We currently have 4 vessels that do not comply with the updated guideline which we expect will be retrofitted at the occasion of their first next dry dock

Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines. As of October 13, 2019, MEPC 72's amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by September 8, 2024. Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention. These amendments have entered into force on June 1, 2022. In December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for temporary storage of treated sewage and grey water. MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort.

MEPC 80 approved the Convention Review Plan (CRP) under the experience‑building phase associated with the BWM Convention, including the list of priority issues to be considered in the convention review stage. This will guide the comprehensive review of the BWM Convention over the next three years and the corresponding development of a package of amendments to the Convention. The CRP, which will be disseminated as a BWM.2 circular, envisages that the amendments developed during this comprehensive process could be adopted at MEPC 85 in Autumn 2026. MEPC 80 adopted amendments to appendix II of the Annex to the BWM Convention (Form of Ballast Water Record Book). They are expected to enter into force on 1 February 2025. MEPC 80 also discussed a number of matters relating to the implementation of the BWM Convention: (i) approved a BWM.2 circular on Guidance on matters relating to ballast water record-keeping and reporting; (ii) adopted an MEPC resolution on Amendments to the Guidelines for ballast water management and development of Ballast Water Management Plans (G4); (iii) adopted an MEPC resolution on Amendments to the Guidelines for ballast water exchange (G6); (iv) adopted an MEPC resolution on Guidance for the use of electronic record books under the BWM Convention; (v) approved draft amendments to regulations A-1 and B-2 of the BWM Convention concerning the use of electronic record books under the Convention and instructed the Secretariat to circulate the amendments with a view to adoption by MEPC 81; (vi) approved a Protocol for verification of ballast water compliance monitoring devices; (vii) approved a unified interpretation to the form of the International Ballast Water Management Certificate (IBWMC) and regulations B-3.5 and B-3.10 of the BWM Convention; and (viii) granted Final Approval to two ballast water management systems which make use of Active Substances, granted Basic Approval to one, and extended the Final Approval of another for use in fresh water.

Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (CLC). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel's registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to

certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the vessel owner's actual fault and under the 1992 Protocol where the spill is caused by the vessel owner's intentional or reckless act or omission where the vessel owner knew pollution damage would probably result. The CLC requires vessels over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner's liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention "Blue Cards" to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (Bunker Convention) to impose strict liability on vessel owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of vessels over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in vessel's bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Vessels are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships (Anti‑fouling Convention). The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. Vessels of 24 meters in length or more but less than 400 gross tons engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed by the owner or authorized agent. We have obtained Anti-fouling System Certificates for all of our vessels that are subject to the Anti-fouling Convention.

In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021 and entered into force on January 1, 2023. The MEPC adopted revised guidelines to support implementation of the AFS Convention, following the adoption, in 2021, of amendments to include controls on the biocide cybutryne.

MEPC 80 adopted the revised Guidelines for the control and management of ship biofouling to minimize the transfer of invasive aquatic species (Biofouling Guidelines), following a comprehensive review of the Guidelines. The 2023 Guidelines expand on and update the previous version, with a view to strengthening it and increasing its uptake.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the vessel owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations may have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990 (OPA) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners and operators" whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.'s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define "owner and operator" in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

•injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

•injury to, or economic losses resulting from, the destruction of real and personal property;

•loss of subsistence use of natural resources that are injured, destroyed or lost;

•net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

•lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

•net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. On December 23, 2022, the USCG issued a final rule to adjust the limitation of liability under the OPA. Effective March 23, 2023, the new adjusted limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,000 (previous limit was $2,300 gross ton or $19,943,400). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG's financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement's (BSEE) revised Production Safety Systems Rule (PSSR), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and the former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. In January 2021, current U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters. However, attorneys general from 13 states filed suit in March 2021 to lift the executive order, and in June 2021, a federal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases "lies solely with Congress." In August 2022, a federal judge in Louisiana sided with Texas Attorney General Ken Paxton, along with the other 12 plaintiff states, by issuing a permanent injunction against the Biden Administration's moratorium on oil and gas leasing on federal public lands and offshore waters. After being blocked by the courts, in September 2023, the Biden administration announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners' responsibilities under these laws. The Company complies and intends to comply going forward with all applicable state regulations in the ports where the Company's vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operations. Cybersecurity is also a top priority with the U.S. Coast Guard, and they announced a concentrated campaign to assist in identifying and addressing cybersecurity vulnerabilities during the first quarter of the year 2023. The cybersecurity of our vessels continues to improve through hands-on training, campaigns and external assistance/equipment provision.

Other United States Environmental Initiatives

The U.S. Clean Air Act (CAA) of 1970 (including its amendments of 1977 and 1990) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.

The U.S. Clean Water Act (CWA) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of "waters of the United States" (WOTUS), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of WOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (NWPR) which significantly reduced the scope and oversight of EPA and the Department of the Army in traditionally non-navigable waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule with the pre-2015 definition. In January 2023, the revised WOTUS rule was codified in place of the vacated NWPR. On May 25, 2023, the United States Supreme Court ruled in the case Sackett v. EPA that only wetlands and permanent bodies of water with a "continuous surface connection" to "traditional interstate navigable waters" are covered by the CWA, further narrowing the application of the WOTUS rule. On August 2023 the EPA and the Department of the Army issued the final WOTUS rule that largely reinstated the pre-2015 definition and applied the Sackett ruling.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to VIDA, which was signed into law on December 4, 2018 and replaces the VGP program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (NISA), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance and enforcement regulations within two years of EPA's promulgation of standards. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (NOI) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

The Clean Shipping Act of 2023 (HR 4024) introduced on June 12, 2023 has been referred to the House Committee on Energy and Commerce. The bill seeks to amend the Clean Air Act to establish standards to limit the carbon intensity standards for marine fuels that would become more stringent over time. The baseline is defined as the average carbon intensity of the fuel used by certain vessels and voyages. These requirements would be implemented through an EPA regulatory project with a final rule required by January 1, 2026. No additional action via the House Committee has been scheduled yet. In addition, the International Maritime Pollution Accountability Act (S 1920) introduced on June 8, 2023 would impose a pollution fee of $150 per ton of carbon emissions from fuel used on the inbound transit of vessels calling at US ports. Additional fees would apply for nitrogen oxide, sulphur dioxide and particulate matter. Revenues would be earmarked to modernize the US Jones Act fleet and electrifying shipbuilding and other programs to reduce emissions from marine sources. This bill has been referred to the Senate Committee on Environment and Public Works.

Ocean Shipping Reform Act of 2022 requires the Federal Maritime Commission to (1) investigate complaints about detention and demurrage charges (i.e., late fees) charged by common ocean carriers, (2) determine whether those charges are reasonable, and (3) order refunds for unreasonable charges. It also prohibits common ocean carriers, marine terminal operators, or ocean transportation intermediaries from unreasonably refusing cargo space when available or resorting to other unfair or unjustly discriminatory methods.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit vessel-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the vessel is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with vessels over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk vessels, as determined by type, age, and flag as well as the number of times the vessel has been detained. The European Union also adopted and extended a ban on substandard vessels and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in MARPOL Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by vessels at berth in the Baltic, the North Sea and the English Channel (the "SOx-Emission Control Area"). As of January 2020, EU member states

must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

The Ship Recycling Regulation adopted in 2013 by the European Parliament and the Council of the European Union aims to reduce the negative impacts linked to the recycling of ships flying the flag of Member States of the Union. The Regulation lays down requirements that ships and recycling facilities have to fulfill in order to make sure that ship recycling takes place in an environmental sound and safe manner.

The Regulation first prohibits or restricts the installation and use of hazardous materials (like asbestos or ozone-depleting substances) on board ships.

The EU Ship Recycling Regulation (EUSRR), adopted in 2013, contains requirements for EU-flagged ships, of 500 gross tonnage and above, to carry an inventory of hazardous materials (IHM). In addition, ships calling at EU ports from non-EU countries will also be required to carry an IHM identifying all the hazardous materials on board. EU-flagged ships must also be scrapped in an EU approved ship recycling facility.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union's carbon market, or the EU Emissions Trading System ("EU ETS"). This will require shipowners to buy permits to cover these emissions. On December 18, 2022, the Environmental Council and European Parliament agreed on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026. Most large vessels will be included in the scope of the EU ETS from the start. Big offshore vessels of 5,000 gross tonnage and above will be included in the 'MRV' on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU's "Fit-for-55," could also affect our financial position in terms of compliance and administration costs when they take effect.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from vessels. The U.S. initially entered into the agreement, but on June 1, 2017, the former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective November 4, 2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from vessels was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from vessels. The initial strategy identifies "levels of ambition" to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from vessels through implementation of further phases of the EEDI for new vessels; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the ambition during the revision process. MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The MEPC 80 session adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, with enhanced targets to tackle harmful

emissions. The revised 2023 IMO GHG Strategy includes an enhanced common ambition to reach net-zero GHG -emissions from international shipping close to 2050, a commitment to ensure an uptake of alternative zero and near-zero GHG fuels by 2030, as well as indicative check-points for 2030 and 2040.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol's second period from 2013 to 2020. Starting in January 2018, large vessels over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its "Fit-for-55" legislation package . As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union's carbon market, EU ETS, are also forthcoming.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the former U.S. President Trump signed an executive order to review and possibly eliminate the EPA's plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions. On August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. The proposed rule would reduce 41 million tons of methane emissions between 2023 and 2035 and cut methane emissions in the oil and gas sector by approximately 74 percent compared to emissions from this sector in 2005. In 2023, EPA announced a final rule that will sharply reduce methane and other harmful air pollutants from the oil and natural gas industry, including from hundreds of thousands of existing sources nationwide, promote the use of cutting-edge methane detection technologies, and deliver significant economic and public health benefits. If these new regulations are finalized, they could affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be affected to the extent that climate change may result in sea level changes or certain weather events.

International labour Organization

The International Labour Organization (ILO) is a specialized agency of the UN that has adopted the Maritime Labour Convention 2006 (MLC 2006), which has been amended in 2018 A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance is required to ensure compliance with the MLC 2006 for all vessels above 500 gross tons in international trade. MLC is often called the "fourth pillar" of International maritime regulatory regime, because it stands beside the key IMO Conventions (SOLAS, MARPOL & STCW) that support quality shipping and held to eliminate substandard shipping. The MLC requires that vessel operators obtain an MLC Compliance certificate for each vessel they operate. All our vessels are in full compliance with and are certified to meet MLC 2006.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (MTSA). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (ISPS Code). The ISPS Code is designed to enhance the security of ports and vessels against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (ISSC) from a recognized security organization approved by the vessel's flag state.

The following are among the various requirements, some of which are found in SOLAS:

•Onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;

•Onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

•The development of vessel security plans;

•Ship identification number to be permanently marked on a vessel's hull;

•A continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

•Compliance with flag state security certification requirements.

Vessels operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel's compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the Gulf of Guinea, off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified "in class" by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers, among other vessels, constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. In complying with current and future environmental requirements, vessel-owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

The operation of our vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an "extensive Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Currently, all of our vessels are ISM Code-certified and we expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease

available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. If we are subject to increased liability for non-compliance or if our insurance coverage is adversely impacted as a result of non-compliance, it may negatively affect our ability to pay dividends, if any, in the future. If any of our vessels are denied access to, or are detained in, certain ports, this may decrease our revenues.

Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

•Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

•Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.

•Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.

As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.

At an owner's application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five-year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels are subject also to a minimum of two examinations of the outside of a vessel's bottom and related items during each five-year special survey period. Examinations of the outside of a vessel's bottom and related items is normally to be carried out with the vessel in drydock but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. One such examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in drydock. For vessels older than 15 years (after the third Special Periodical Survey) the bottom survey must always be in the drydock. In all cases, the interval between any two such examinations is not to exceed 36 months.

In general, during the above surveys if any defects are found, the classification surveyor will require immediate repairs or issue a "recommendation" which must be rectified by the shipowner within prescribed time limits.

Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in-class" by a classification society which is a member of the International Association of Classification Societies, or the IACS. All our

vessels are certified as being "in-class" by Lloyds Register or DNV who are both members of IACS. All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.

In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages. We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to, amongst others, political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon vessel owners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for vessel owners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

We procure hull and machinery insurance (both for hull and I.V.), protection and indemnity insurance, which includes cover for environmental damage and pollution insurance. We also procure war and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire which covers business interruptions that result in the loss of use of a vessel.

Marine and War Risks Insurance

We have in force marine and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss. As of the date of this annual report, nil deductible applies under the war risks insurance. We have a separate worldwide cover for piracy incidents and related ransom claims.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury, sickness or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations (clubs).

Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. The International Group's website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US $8.2 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Application of global Environmental and other regulations

FuelEU Maritime sets a limit on the overall lifecycle GHG intensity of fuels used in 2020 as a reference and start taking effect in 2025. It also introduces a mandate for using Onshore Power Supply for two ship types, i.e. passenger ships and container ships. The geographical scope covers energy used at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The proposed Regulation introduces a pooling mechanism for companies in order to meet the carbon intensity target as well as EU harmonized penalties for missing the targets. It also introduced an additional MRV system as well as a methodology of life cycle analysis of fuels. A key concern about these proposals is the complexity it would introduce for both users and suppliers of marine energy in order to prove and certify the full well to wake GHG lifecycle emissions of alternative non-fossil fuels. Certifying the real Well-to-Tank GHG emissions and the production pathway could be very complex, as it is quite likely that new alternative fuels similar to that of today's oil-based fuels – will be blends of components from different producers and production method.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict our ability to comply and the ultimate cost of complying with these requirement unless valid and detailed regulatory information becomes available well in advance, and also, the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

As one of the largest listed crude tanker shipping companies in the world, we recognize the need to operate a safe, responsible and sustainable business built for the long term. We are committed to implementing ESG practices into our operational and strategic decision-making to be a leader in sustainable crude tanker shipping. As such, we aim to exceed minimum compliance levels set forth in rules and regulations governing the maritime industry, including certain rules and regulations described below, if possible and appropriate for our business.

In this respect in terms of disclosure we report in accordance with the Marine Transportation framework established by the Sustainability Accounting Standards Board (SASB). The SASB standard allows us to identify, manage and report on material sustainability or ESG topics with industry specific performance metrics, based on SASB's internationally recognized indicators and related definitions, scope and calculations. Additionally, we have incorporated the principles of the UN Sustainability Development Goals where applicable.

We believe that environmental actions, addressing climate change, and operating our business to the highest safety standards cannot be done without strong governance, which includes high ethical standards and oversight from an independent board and management. Environment and governance cannot do without the input of social or human capital. Sustainability at Euronav goes beyond emissions, climate change and environmental pollution. It is also about delivering a caring, respectful and supportive environment to our employees, prioritizing safety at all levels of our business, and ensuring accountability on these objectives.

Our ESG Performance

We are committed to ESG-related measurements and have been embracing ESG as a set of principles by which the Company wants to operate. We want to preserve not only the ocean, but also the environment and society in which we operate.

Our sustainability policy aligns with UN Sustainable Developments goals (SDGs) of a "shared blueprint for peace and prosperity for people and the planet, now and into the future". We are proud to be engaged with the SDGs and believe we can actively support ten of the 17 SDGs: Good Health and Well-being (SDG - 3), Gender Equality (SDG - 5), Clean Water and Sanitation (SDG - 6), Affordable and Clean Energy (SDG - 7), Decent Work and Economic Growth (SDG - 8), Industry, Innovation and Infrastructure (SDG - 9), Responsible Consumption and Production (SDG - 12), Climate Action (SDG - 13), Life Below Water (SDG - 14), and Partnerships for the Goals (SDG - 17).

We worked together with key stakeholders to build our 2022 materiality assessment. External stakeholders, including banks, and internal stakeholders, our management team, have provided their ESG expectations to be prioritized during 2022 and beyond. In the first quarter of 2024, we started with a double materiality assessment as required by the European Union Corporate Sustainability Reporting Directive. We have already established a strong governance framework to implement a decarbonisation strategy, and our internal business platforms have demonstrated a strong and tested foundation to drive growth.

Environmental

We continuously challenge ourselves in a highly volatile environment. Moreover, we comply with all applicable environmental regulations and industry's best practices, and we strive to: a) map, b) measure, c) understand, d) disclose and e) mitigate our impact both on ambient and marine environment.

•In May 2022, we disclosed our decarbonization strategy with the ambition of reaching net-zero emissions for our vessels by 2050.

•Our decarbonization strategy and operational milestones help ensure that we achieve our 2030, 2040 and 2050 targets.

•We have established a dedicated fuel procurement and management team to ensure compliant Very Low Sulfur Fuel Oil (VLSFO) fuel is managed effectively and complies with IMO regulations to reduce SOX emissions by 85%.

•We have an ongoing retrofitting program across our entire fleet to comply with the IMO's Ballast Water Management Convention, Carbon Intensity Index (CII) and Energy-Efficiency Design Index (EEDI) requirements.

•Despite the heightend standards in 2023, we maintained a "B" performance rating from the Carbon Disclosure Project, which highlights our ongoing transparency and engagement for climate change.

•We actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Global Maritime Forum, the Getting to Zero Coalition, International Tanker Owner Pollution Federation, Sea Cargo Charter, Hellenic Marine Environment Protection Association (HELMEPA) and International Association of Independent Tanker Owners (Intertanko).

•By introducing the Supplier Environmental Sustainability Index to more than 40 vendors, accounting for over $60 million spent, we have enhanced our sustainability policies and vendor assessments, helping us to further integrate vendors' sustainability performance into our Scope 3 GHG emission mapping project.

•We expanded our ESG risks coverage in our enterprise risk management risk matrix by including risks related to marine biodiversity.

•We participate in two EU-funded projects structured to promote zero-emission waterborne transport, digital transformation, and wind propulsion.

•We joined the EU Waterborne Technology Platform, an EU research and development alliance.

•We engaged with the Great Whale Conservancy and the Whales Guardian program with the intent to mitigate whale strikes in sensitive marine ecosystems. We instructed our crew members to follow specific navigation routes when entering whale habitats.

•In 2023, Euronav decided to engage with one of the known Classification Societies which is providing consulting and engineering support to develop Euronav's fleet transition plan. The outcome of that exercise is detailing the requirements for individual vessels to comply with Euronav's 2050 NetZero ambition, IMO's intermediate check-points in 2030 and 2040, to be in compliance with the Poseidon Principles V4 minus 2%, and to ensure annual CII level of A/B/C. By defining both the operational measures, CaPex investment required, the impact on the OpEx, and the additional FuelEx (cfr. Biofuels), Euronav is now able to respond to the key questions "what measures do we need to invest in" and "how much is our decarbonisation strategy expected to cost?".

Social

•We focus on continuously improving our operational excellence and social impact on health, safety and wellbeing of employees, both on shore and at sea.

•We joined All Aboard Alliance, which is a platform for sharing knowledge and best practices regarding the promotion of equity, diversity and inclusiveness in the shipping sector.

•The health, safety and well-being of our people at sea and on shore is our top priority. We are a signatory to the Neptune Declaration on Seafarer Wellbeing, which promotes the health and safety of seafarers.

•Our Euronav Hellas Ship Management has been contributing to a cross-industry study to ensure that shipping's response to the climate emergency puts seafarers at the heart of the solution, supported by the Maritime Just Transition principles.

•We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification.

•We maintain high retention rates both on board and ashore and work to facilitate the professional development and career advancement of our people.

•Euronav has been included in the Bloomberg Gender-Equality Index since 2017 and is the only shipping company to be including in this company-wide assessment of gender representation.

•Nationality diversity is substantiated by the 35 different nationalities at sea and 18 different nationalities on shore.

•Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education.  

Governance

•We endeavor to apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet.

•The Company is governed by a diverse and experienced Supervisory Board.

•Established in 2019, Euronav is the only crude tanker company to have a dedicated committee comprising Supervisory and Management Board members as part of the Sustainability Committee. The role of this Sustainability Committee is to oversee Euronav's management of and strategy toward sustainability and climate change.

•Euronav approaches each financing opportunity through a 'sustainable lens', together with its syndicate of partner banks that share the same values. At the end of 2023, 18% of Euronav's commercial bank financing commitments had a sustainability-liked component into it.

•We have a transparent Code of Business Conduct and Ethics, Anti-Corruption Policy and Whistleblower Protection Policy in place.

•We implement robust risk management and strong internal controls.

Our Decarbonization Strategy

We aim to lead the crude tanker and the shipping industry's efforts to reduce greenhouse gas (GHG) emissions and comply with any set of regulations that we are liable to either globally or regionally. We intend to lead by example through the engagement with coalitions and broader industry collaboration with participants that aim to decarbonize the industry. We are focused on reducing emissions progressively going forward with yearly milestone targets in the short term and strategic commitments in the long-term.

Key drivers of our decarbonization strategy include:

•Continuing to lead by example by being transparent on reporting on our Scope 1, 2, and 3 GHG emissions.

•Improving the energy efficiency of our existing fleet by applying innovative technologies and reducing fuel consumption, leading to the fourth consecutive time scoring (A) under the 'Emission Reduction Initiatives' field of the Carbon Disclosure Project (CDP).

•Conducting analyses on the energy transition and potential fuel pathways to shipping decarbonization. We support the energy transition by participating in research and development for new zero-emission technologies and alternative fuels.

•Activating operational measures where possible set forth by our people on board.

•Developing partnerships and participating in cross-industry alliances which aim at shipping decarbonization.

•Partnering with research and development EU zero-emission shipping alliances to support development of future research agendas in the decarbonization of the waterborne transport sector.

•Implementing a fleet rejuvenation policy with the view to introduce a new and eco-efficient ship design aimed to reduce fuel consumption due to technology advancement.

Our ambition is to achieve decarbonization of shipping operations by 2050. We have committed to net-zero emission by 2050, acknowledging the high degree of uncertainty regarding the energy transition. We aim to align with the IMO's emission reduction trajectories by 2030. We have and will continue to take various steps to reduce our carbon footprint and improve the environment, including, but not limited to, investments made to our fleet. Specifically, we have:

•Divested of certain older, less fuel-efficient vessels and replaced them with modern, more fuel-efficient vessels with lower fuel consumption in order to reduce our fleet's GHG emissions.

•Installed ballast water treatment systems on all our vessels in our current fleet.

•Engaged in investments designed to improve operational performance and reduce emissions.

•New building order of VLCC tonnage powered by dual fuel ammonia engines (ready).

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of the vessel. We have obtained all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

Principal Executive Offices

Our principal executive Headquarters is located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is +32 3 247 44 11.

See section "Item 4 D. Property, Plants and Equipment" for a more detailed overview on our office and warehouse footprint.

Our website is www.euronav.com. The information contained on our website does not form a part of this annual report.

C. Organizational Structure

We were incorporated under the laws of Belgium on June 26, 2003. We own our vessels either directly at the parent level or indirectly through our wholly-owned vessel owning subsidiaries.

The ship management of our vessels is performed mainly by our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS, Euronav Singapore Pte. Ltd. and Euronav Ship Management (Hellas) Ltd.

Our subsidiaries are incorporated under the laws of Belgium, Cyprus, France, Guernsey, Hong Kong, Ireland, Liberia, Luxembourg, Marshall Islands, Namibia, the Netherlands, Singapore and the United Kingdom.

Please see Exhibit 8.1 to this annual report for a list of our subsidiaries and joint ventures.

D. Property, Plants and Equipment

For a description of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet."

We own no properties other than our vessels. We lease office space in various jurisdictions, and have the following material leases in place for such use as of January 1, 2024:

•Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $279,240.

•Greece, located at 31-33 Athinon Avenue, Athens, Greece 10447, for a yearly rent of $438,699.

•France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a yearly rent of $28,790.

•United Kingdom, London, located at 10 Bressenden Place, Verde, London SW1E 5DH, for a yearly rent of $47,799.

•Singapore, located at 79 Anson Road, #23-06 Singapore (079906), for a yearly rent of $136,142.

•Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $35,398.

•United States of America, located at 299 Park Avenue, New York, for a yearly rent of $2,241,314. We sublease this office space to third parties and received a total yearly rent of $1,689,180. This lease expires in September 2025

•Switzerland, located at Place Bourg de Four #4, Geneva 1204 for a yearly rent of $31,126.

Certain entities within the CMB.TECH Group lease office and/or warehouse space, and have the following lease in place as of January 1, 2024:

•Belgium, located at De Gerlachekaai 20, Antwerp, Belgium for a yearly rent of $76,437

•Belgium, located at Mexicostraat 9, Antwerp, Belgium for a yearly rent of $34,741

•Belgium, located at Benzineweg 1, Antwerp, Belgium for a yearly rent of $72,930

•

•Netherlands, located at Loggerstraat 25, Ijmuiden, Netherlands for a yearly rent of $60,775

•Netherlands, located at Trawlerkade 104/104A/106, Ijmuiden, Netherlands for a yearly rent of $110,765

•United Kingdom, located at Lowestoft Haven Marina School Road, Lowestoft, United Kingdom for a yearly rent of $45,825

•United Kingdom, located at Old Court Buildings Whapload Road, Lowestoft, United Kingdom for a yearly rent of $80,737

•United Kingdom, located at Units 1-3, Lowestoft Enterprise Park School Road, Lowestoft, United Kingdom for a yearly rent of $41,507

•United Kingdom, located at Unit 16, Wavenay Market West, Lowestoft, United Kingdom for a yearly rent of $17,001

•United Kingdom, located at Unit 7, Quayside Business Centre School Road, Lowestoft, United Kingdom for a yearly rent of $11,167

•United Kingdom, located at Units A & B, Prospect Way Wash Road, Brentwood, United Kingdom for a yearly rent of $135,537

•Belgium, located at Mexicostraat Kaai 42A, Antwerp, Belgium for a yearly rent of $29,096

•Namibia, located at Portion 8 of Farm 58, Walvis Bay, Namibia for a yearly rent of $78,201

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following management's discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in "Cautionary Statement Regarding Forward-Looking Statements" and "Item 3. Key Information—D. Risk Factors" and elsewhere in this report.

For a discussion of our results for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see "Item 5. Operating and Financial Review and Prospects – A. Operating Results – Year ended December 31, 2022, compared to the year ended December 31, 2021" contained in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 12, 2023 and incorporated by reference herein.

Factors affecting our results of operations

The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:

•The spot rate and time charter market for VLCC and Suezmax tankers;

•The number of vessels in our fleet;

•Utilization rates on our vessels, including actual revenue days versus non-revenue ballast and off-hire days;

•Our ability to maintain and grow our customer relationships;

•Economic, financial, regulatory, political and government conditions that affect the supply and demand of crude oil and the tanker shipping industry;

•The earnings on our vessels;

•Gains and losses from the sale of assets and amortization of deferred gains;

•Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;

•Impairment losses on vessels;

•Administrative expenses;

•Potential liabilities arising from pending or future claims;

•Acts of piracy or terrorism;

•Depreciation, scrap value and the impact of steel prices;

•Drydocking and special survey days, both expected and unexpected;

•Our overall debt level and the interest expense and principal amortization;

•The European Ship Recycling regulation which is applicable as of January 1, 2019;

•IMO 2020: The MARPOL convention, Annex VI Prevention of Air Pollution from Ships which reduces the maximum amount of Sulfur that ships can emit into the air and is applicable since January 1, 2020;

•The International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM) which will be applicable;

•EU embargo on Russian oil;

•Introduction of carbon emission tax regimes , such as the inclusion of shipping in the EU Emissions trading scheme

•Acts of war disturbing normal business operations; and

•Changes in tax regimes in certain jurisdictions.

Russian trade

The Russian invasion of Ukraine in 2022 has had significant impact on the way oil trades across the world. Many EU and G7 nations have sanctioned Russian oil, which sanctions have since become more formalized with the EU ban on Russian crude imports in December 2022. Russian crude oil that was previously sold to geographically close customers in Europe now trades in India, China and to a lesser extent Turkey, meaning Russia has felt very little impact on its crude exports to date, despite losing approximately 1.8 million barrels per day in the European export market. As the effect of re-routing Russian barrels now is over, we would expect the next leg of crude oil demand growth to benefit.

The EU ban also prohibits shipowners with European linked insurance coverage to carry Russian oil. Recent sale and purchase activity suggests that a "dark fleet" is developing to cover Russian business and that the size of the fleet will be large enough to avoid vessels supply setbacks. It is expected that any vessel carrying Russian oil will act as a dedicated

Russian vessel. Traders and oil majors are increasingly adding clauses to charter parties that forbids Russian oil in a vessel's cargo history.

Owners that do engage in the trading of Russian oil are incentivized by higher freight rates. While the Russian oil trade is likely to increasingly trade on dedicated ships, these ships will in effect exit the mainstream fleet. At the same time the trade routes into and out of Russian ports will disappear from the mainstream tanker business.

As we expect most of the Russian crude oil will continue to be sold to India and China we have seen an increase of oil loaded on board, as opposed to when the oil was shipped to Europe. Vessel owners engaging in this business will be unable to triangulate, which will increase the average ballast time and employ more tonnage to move the same volume of cargo. The additional tonne-miles on the Russian trade will tighten fleet supply across the tanker space and benefit the international spot fleet.

The crude tanker segments involved directly in the loading oil in Russia are the Aframaxes and the Suezmaxes. Since the commencement of the EU ban on December 5, 2022, industry participants have reported smaller ship-to-ship transfer parcels of VLCCs to take the sanctioned oil to further away customers in larger vessels.

Red Sea conflict

Recent attacks by Houthi rebels targeting merchant ships transiting the Red Sea has caused an increasing number of shipowners and charterers to avoid the Bab-el-Mandeb strait. Last year, nearly 10% of global seaborne crude oil transited this strait (, of which 52% was Russian crude). Even when assuming that Russian oil transiting the Red sea will be less affected, but that all other oil will divert around the Cape of Good Hope, this would result in a significant increase in ton-miles which would have a positive effect on freight rates. There are however some mitigating factors, such as Suezmax cargoes that will be co-loaded on VLCC's and changes in oil trading patterns caused by the Red Sea disruption. It is still too early to tell how severe and long-lasting this will be and secondly, there are still a number of owners who will transit the Red Sea (at a premium).

Impact of Inflation and Interest Rates Risk on our Business

We continue to see near-term impacts on our business due to elevated inflation in the United States of America, Eurozone and other countries, including ongoing global price pressures in the wake of the war in Ukraine and the Israeli-Palestinian conflict, driving up energy prices and commodity prices, which continue to affect our operating expenses. Interest rates have increased rapidly and substantially as central banks in developed countries are keeping elevated interest rates in an effort to subdue inflation. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital for our business.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS as issued by the International Accounting Standards Board), which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.

The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see "Note 1—Summary of Significant Accounting Policies to our consolidated financial statements" included herein.

Revenue Recognition

We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Under IFRS 15, revenue from contracts with customers, voyage revenue is recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. Voyage expenses are capitalized between the previous

discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15. To recognize costs incurred to fulfill a contract as an asset, the following criteria shall be met:

•The costs relate directly to the contract;

•The costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future, and

•The costs are expected to be recovered.

Capitalized voyage expenses are amortized ratably between load port and discharge port

Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The Management Board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.

For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool's participants on a Time Charter Equivalent (TCE) basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants' vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue.

Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels, whereas results from direct spot employment are earned and allocated on a one-on-one basis to the individual vessel and thus owner of the according vessel.

Vessel Useful Lives and Residual Values

The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased plus any additional capital expenditures less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 30 years was used. Following the signing of an extension of the contract with North Oil Company until 2032, the end of the useful economic life was set equal to the contract end date or approximately 30 years since build date. Newbuildings are depreciated from delivery from the construction yard.

If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels.

The Company and its subsidiaries (the "Group") reviewed the residual value of its vessels, an accounting estimate, in accordance with the 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, Euronav 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 changed its residual value estimate of vessels from nil to a residual value 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. This change has been implemented in the re-assessment since December 31, 2021.

Vessel Impairment

The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. We define our Cash Generating Unit (or CGU) as a single vessel, unless such vessel is operated in a pool, in that case such vessel, together with the other vessels in the pool, are collectively treated as a CGU. The carrying amounts of our CGUs are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or Cash Generating Unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

Tankers

The following internal and external indicators are reviewed to assess whether tankers might be impaired:

•The obsolescence or physical damage of an asset;

•Significant changes in the extent or manner in which an asset is (or is expected to be) used that have (or will have) an adverse effect on the entity;

•A plan to dispose of an asset before the previously expected date of disposal;

•Indications that the financial, operational or environmental performance of an asset is, or will be, worse than expected;

•Cash flows for acquiring the asset, operating or maintaining it 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 capitalization below net asset value;

•A significant and unexpected decline in market value;

•Significant adverse effects in the technological, market, economic or legal environment including, but not limited to, vessel and crude oil supply and demand trends; and

•Increases in market interest rates.

Although management believes that its process to determine the assumptions used to evaluate the carrying amount of the assets, when required, are reasonable and appropriate, such assumptions are subject to judgment. Management is assessing continuously the resilience of its projections to the business cycles that can be observed in the tankers 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 management'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. The current cycle is forecasted based on management judgment, analyst reports and past experience. Long term charter rates are used in the calculation in case available.

The Group performed a review of the Internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that there were no indications that vessels might be impaired as of December 31, 2023.

FSOs

The Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value-in-use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value-in-use, assumptions are made regarding the use of FSO, forecast charter rates, Weighted Average Cost of Capital (WACC), the useful life of the FSOs (30 years) and a residual value.

The value-in-use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and the charter rates are determined using the fixed daily rates as negotiated in the extension of the contract. The FSO

Asia and the FSO Africa are on timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited until 2032.

The Group performed this review of the internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that no value-in-use computation was necessary as of December 31, 2023. Such computation will be implemented in future periods when events and changes in circumstances indicate that an impairment might exist and the carrying amount of the assets might not be recovered.

Calculation of recoverable amount

The recoverable amount of an asset or Cash Generating Unit (CGU) is the greater of its fair value less cost of disposal and value-in-use. In assessing value-in-use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit.

The carrying values of our vessels or our FSOs may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. The value of a FSO is highly dependent on the value of the service contract under which the unit is employed.

In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. The Group uses a business cycle approach to forecast expected TCE rates. By defining a shipping cycle from peak to peak over the last 20 years and including management'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. The current cycle is forecasted based on management judgment, analyst reports and past experience.

The WACC used to calculate the value-in-use of our assets is derived from our actual cost of debt and the cost of equity is calculated by using the beta as calculated by an external party with the country premium and market risk of our direct competitors, which we believe reflects the appropriate cost of equity.

Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved over the last 5 years, vessels useful lifetime and estimates of residual values consistent with our depreciation policy.

The more significant factors that could impact management's assumptions regarding time charter equivalent rates include:

•Loss or reduction in business from significant customers;

•Unanticipated changes in demand for transportation of crude oil and petroleum products;

•Changes in production of or demand for oil and petroleum products, generally or in particular regions;

•Greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker recycling;

•Changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries; and

•Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) requirements.

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels.

Our Fleet—Vessel Carrying Values

During the past few years, the market values of vessels have experienced particular volatility, with substantial declines prior to 2018 in many vessel classes and a recovery since then. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment indicator analysis and, if applicable, the impairment analysis discussed above, we have concluded that for the years ended December 31, 2023 and 2022, no impairment was required.

The following table presents information with respect to the carrying amount of our vessels by type and indicates whether their estimated market values are below their carrying values as of December 31, 2023 and December 31, 2022. The carrying value of each of our vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. Our estimates of market values for our vessels assume that the vessels are all in good and

seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind. Our estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until we either determine to sell the vessel for a loss or determine that the vessel is impaired as discussed above in "Critical Accounting Policies—Vessel Impairment".

We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lifetime for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values (for Vessels or for the CGU as appropriate and defined in the Critical Accounting Policies- Vessel Impairment). For vessels that are designated as held for sale at the balance sheet date, we either use the agreed upon selling price of each vessel, if an agreement has been reached for such a sale, or an estimate of basic market value if an agreement for sale has not been reached as of the date of this annual report.


			(In thousands of USD)
Vessel Type	Numbers of Vessels at December 31, 2023	Numbers of Vessels at December 31, 2022	Carrying Value at December 31, 2023	Carrying Value at December 31, 2022
VLCC (includes V PLUS (1))	16	39	712,107	2,229,373
Suezmax (2)	21	19	720,706	615,982
FSO (3)	2	2	196,758	212,579
Vessels held for sale	14	1	870,844	18,459
Total	53	61	2,500,415	3,076,393

(1)As per December 31, 2023, there were no VLCC owned vessels (December 31, 2022: one) that had a carrying value which exceeded the individual market value. As per December 31, 2022 this one vessel had a carrying value of $79.1 million, which exceeded the market value by approximately $3.6 million.

(2)As per December 31, 2023, no Suezmax owned vessels (December 31, 2022: zero) had carrying values which exceeded their individual market values.

(3)As per December 31, 2023, two Floating Storage and Offshore Units (FSO Asia and FSO Africa), are fully owned by the Company.

The table above only takes into account the fleet that is 100% owned by Euronav and does not take into account the right-of-use assets (the VLCC Newton) and the vessels under construction.

Vessels held for sale

Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable (when it is significantly more likely than merely probable).

Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost of disposal. No impairment losses were recognized on the vessels held for sale.

Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss. Vessels classified as held for sale are no longer depreciated.

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 $2.35 billion. A total of 11 VLCC tankers have been delivered before 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 $862.6 million. The net gain on this transaction amounts approximately $372.7 million and will be recorded in the first quarter of 2024.

On November 8, 2023, the Company sold the ULCC Oceania (2003 - 441,561 dwt), for $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 $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 amounts to $34.8 million and will be recorded in the consolidated statement of profit or loss in the first quarter of 2024.

Euronav announced a new chapter in the evolution of the FAST platform. In a strategic move to enhance capabilities and ensure continued growth, Euronav is transferring the FAST platform to ZeroNorth. The sale price (included in the segment "Corporate") amounts to $2.0 million. The net capital gain amounts to $1.0 million. Closing of the deal and official transfer date is on April 1, 2024.

Fleet Development

The following table summarizes the development of our fleet as of the dates presented below1:


	Year ended December 31, 2023	Year ended December 31, 2022	Year ended December 31, 2021
VLCC
At start of period	40.0	46.0	43.0
Acquisitions	6.0	2.0	4.0
Disposals	(12.0)	(8.0)	(1.0)
Chartered-in		—	—
At end of period	34.0	40.0	46.0
Newbuildings on order	3.0	3.0	3.0
SUEZMAX
At start of period	22.0	24.5	25.5
Acquisitions	1.0	2.0	—
Disposals	(1.0)	(4.5)	(1.0)
Chartered in		—	—
At end of period	22.0	22.0	24.5
Newbuildings on order	2.0	5.0	5.0







FSO
At start of period	2.0	1.0	1.0
Acquisitions	—	1.0	—
Disposals	—	—	—
Chartered in	—	—	—
At end of period	2.0	2.0	1.0
Newbuildings on order	—	—	—
Total fleet
At start of period	64.0	71.5	69.5
Acquisitions	7.0	5.0	4.0
Disposals	(13.0)	(12.5)	(2.0)
Chartered in	—	—	—
At end of period	58.0	64.0	71.5
Newbuildings on order	5.0	8.0	8.0

Vessel Acquisitions and Charter-in Agreements

During 2021, four newbuilding VLCCs were delivered from Daewoo Shipbuilding & Marine Engineering shipyard for an aggregate amount of $382.7 million.

In January 2021, we took delivery of the first two of four newbuildings, Delos (2021 – 300,200 dwt) and Diodorus (2021 – 300,200 dwt), which were purchased in February 2020. In March 2021, Euronav took delivery of the third and fourth newbuilding, Doris (2021 - 300,200 dwt) and Dickens (2021 - 300,200 dwt).

On February 10, 2021, we entered into an agreement for the acquisition through resale of two eco-Suezmax newbuilding contracts. Completing construction at the Daehan Shipyard in South Korea, these modern vessels were acquired for an en-bloc price of $113.0 million. Both vessels were delivered in January 2022. The vessels were the latest generation of Suezmax Eco-type tankers. They have been fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment

1 This table includes the vessels and the FSOs that we owned through joint venture entities as per December 31, 2023, December 31, 2022 and December 31, 2021, which we recognized in our income statement using the equity method, valued at our respective share of economic interest. This table does not include vessels that have been acquired but not yet delivered. Furthermore, the table also includes charter-in agreements.

systems. The vessels have the structural notation to be LNG Ready. Euronav is working closely with the shipyard to also have the structural notation to be Ammonia Ready. This provides the option to switch to other fuels at a later stage.

On April 22, 2021, we announced that we had entered into an agreement with the Hyundai Samho yard for two VLCC newbuilding contracts. In addition to being significantly more fuel efficient compared to the vessels they will replace, the newbuildings will also be fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment Systems. The Group took delivery of the first two VLCCs, Cassius (2023 - 299,158 dwt) and Camus (2023 - 299,158 dwt) in the first quarter of 2023. The third VLCC, Clovis (2023 - 299,158 dwt), was delivered on May 30, 2023.

In July 2021, we announced that we entered into new contracts for the building of three Suezmaxes The three firm Suezmaxes were contracted for a total cost of $199.2 million ($66.4 million each). The first vessel, Brugge (2023 - 156,851 dwt) was delivered on July 7, 2023. The Suezmax Brest (2023 - 156,851 dwt) has been delivered on October 26, 2023. On February 6, 2024, Euronav took delivery of the third newbuild Suezmax Bristol (2024 - 156,851 dwt).

On January 7, 2022, we took delivery of the Suezmax Cedar (2022 - 157,310 dwt) and on January 20, 2022, we took delivery of the Suezmax Cypress (2022 - 157,310 dwt) for an aggregate amount of $118.0 million. Both vessels were constructed at Daehan Shipbuilding (DHSC) in South Korea.

On April 29, 2022, we announced the purchase of two eco-VLCCs, the Chelsea (renamed Dalis) (2020 – 299,995 dwt) and the Ghillie (renamed Derius) (2019 – 297,750 dwt), for $179 million in total in cash. They are sisters of our D-class vessels Delos, (2021 – 300,200 dwt), Diodorus (2021 – 300,200 dwt), Doris (2021 – 300,200 dwt) and Dickens (2021 – 299,550 dwt). These vessels were all built in Korea at Daewoo Shipbuilding & Marine Engineering, are fitted with scrubbers and are the latest generation of ecotype VLCC's. The vessels entered the fleet under their new names.

On June 7, 2022, we announced that we acquired the remaining 50% in TI Asia and TI Africa, the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc. (INSW).

On October 24, 2022, we announced that we entered into an agreement with Daehan Shipbuilding Co. Ltd. for two Suezmax newbuilding contracts. The vessels will be sister ships to Cedar (2022 -157,310 dwt) and Cypress (2022 – 157,310 dwt), built at the same yard. Both vessels are scheduled for delivery in the third quarter of 2024.

On January 11, 2023, we took delivery of the VLCC Cassius (2023 - 299,158 dwt) and on February 28, 2023, we took delivery of the VLCC Camus (2023 - 299,158 dwt) both constructed at Hyundai Samho Heavy Industries (HSHI) in South Korea.

On December 24, 2019, we entered into a sale and leaseback agreement for the VLCC Nautica (2008 - 307,284 dwt) with Taiping and Sinopec TJ4 Shipping Leasing Co. We have leased back the vessel under a bareboat contract. At the end of the bareboat contract, on April 3, 2023, the vessel was purchased and delivered to Euronav Luxembourg.

On May 30, 2023, we took delivery of the VLCC Clovis (2023 - 299,158 dwt) and on July 11, 2023, we took delivery of the VLCC Brugge (2023 - 299,158 dwt) both constructed at Hyundai Samho Heavy Industries (HSHI) in South Korea.

On August 16, 2023, we announced the purchase of one VLCC newbuilding including the option for a second VLCC new build to be lifted in the coming two months. The purchase will cost $112.2 million with highly favourable payment terms and schedule. The vessel is expected to be delivered in the third quarter of2026.

On September 7, 2023, we announced we concluded a two-year time charter with a blue chip partner for the VLCC Donoussa (2016 dwt – 299.999). This contract started immediately and will generate approximately $24 million in cash over the duration of the contract.

On December 30, 2019, we entered into a sale and saleback agreement for the VLCC Nectar (2008 - 307,284 dwt) with Taiping & Sinopec Financial Leasing Ltd Co. We have leased back the vessel under a bareboat contract. At the end of the bareboat contract, on September 27, 2023, the vessel was purchased and delivered to Euronav Luxembourg.

On October 12, 2023, we announced we exercised the option for a second VLCC newbuild. The purchase will cost $112.2 million with highly favourable payment terms and schedule. The vessel is expected to be delivered in the third quarter of 2026.

On October 26, 2023, we took delivery of the Suezmax Brest (2023 - 156,851 dwt).

On December 7, 2023, we announced we exercised the option for one more VLCC at Qingdao Beihai (China) and ordered two Suezmaxes at Daehan Shipbuilding (South Korea). The vessel is expected to be delivered in the fourth quarter of 2026 and will be ready to be powered by a dual-fuel diesel-ammonia engine. Furthermore, Euronav has concluded two newbuilding ice classed Suezmax orders at Daehan Shipbuilding. These two new ships have been long term time chartered to Valero. Delivery of these vessels is expected in April/May 2026 when each of the time charter contracts will begin.

Vessel Sales and Redeliveries

On February 22, 2021, we entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company recorded a capital gain of $1.2 million in the first quarter of 2021 upon delivery to their new owners on February 22, 2021. We have leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. During the fourth quarter of 2023, the Company has exercised the purchase option for an amount of $30.0 million. The vessel has been delivered on January 22, 2024.

On June 7, 2021, we announced that we had sold the Suezmax Filikon (2002 – 149,989 dwt) for a net sale price of $16.0 million. We recorded a capital gain of $9.4 million in the second quarter of 2021 upon delivery to its owners on June 4, 2021.

On December 15, 2021, the VLCC Nautilus (2006 - 307,284 dwt), one out of four VLCCs that were part of the sale and leaseback agreement with Quattro LLC, was redelivered. A capital gain of $4.5 million was recorded in the fourth quarter of 2021.

On January 26, 2022, we announced that upon the redelivery of the remaining three VLCCs, which occurred at the maturity of a five-year sale and lease-back agreement, the company booked a USD 13.5 million capital gain on the disposal of assets. The three VLCCs are: Navarin (2007 - 307,284 dwt), Neptun (2007 - 307,284 dwt) and the Nucleus (2007 - 307,284 dwt).

On March 24, 2022, the Suezmax Bari (2005 – 159,186 dwt) was sold for $21.5 million. The vessel was delivered to her new owners during the second quarter. The Suezmax Bari was 50% owned by Euronav.

On April 29, 2022, we announced the sale of four older S-class VLCCs for an en-bloc price of $198 million. The four vessels are the Sandra (2011 – 323,527 dwt), Sara (2011 – 322,000 dwt), Simone (2012 – 315,988 dwt) and the Sonia (2012 – 314,000 dwt). The vessels were delivered to their new owners respectively on May 9, 17 and 20, 2022 and October 10 , 2022. A net capital gain of $1.8 million was recorded on the sale of the four vessels of which $1.4 million in the second and $0.4 million in the fourth quarter of 2022.

On June 13, 2022, we announced that we sold our two eldest Suezmax vessels: the Cap Pierre (2004 - 159,048 dwt) and the Cap Leon (2003 - 159,048 dwt). The combined capital gain realized on these sales amounted to $18.4 million.

On October 17, 2022, Euronav announced that we sold the ULCC (Ultra Large Crude Carrier) Europe (2002 – 441,561 dwt). The vessel was debt free and the sale generated a capital gain of $34.7 million.

On October 19, 2022, we announced that we sold the Suezmax Cap Philippe (2006 – 158,920 dwt), generating a capital gain of $12.9 million. The vessel was debt free.

On November 10, 2022, we announced that we sold the Suezmax Cap Guillaume (2006 - 158,889 dwt). The vessel was debt free and the sale generated a capital gain of $14.6 million.

On February 21, 2023, we announced that we sold the Suezmax Cap Charles (2006 - 158,881 dwt). The vessel was debt free and the sale generated a capital gain of $22.1 million.

On July 17, 2023, the Company sold the VLCC Nautica (2008 - 307,284 dwt). The vessel was debt free and the sale generated a capital gain of $25.1 million.

On October 9, 2023, the Company announced that Frontline would acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion. At the end of 2023, already 11 VLCCs were sold: Alex (2016 - 299,445 dwt), Admunsen (2017 - 298,991 dwt), Arafura (2016 - 298,991 dwt), Ardeche (2017 - 298,642 dwt), Cassius (2023 - 299,158 dwt), Clovis (2023 - 299,158 dwt), Dalis (2020 - 299,995 dwt), Dickens (2021 - 299,550 dwt), Diodorus (2021 - 300,200 dwt), Drenec (2016 - 299,999 dwt) and Heron (2017 - 297,363 dwt).

Digital Transformation Efforts

Euronav has remained dedicated to strengthening and expanding the organization's IT landscape and infrastructure. The primary focus has been to enhance the organization's efficiency in daily operations and enlarge the foundation for innovation.

Sensor data collection has been successfully established across all Euronav vessels, now centralized in an easily accessible cloud-based big data platform. The FAST platform has undergone enhancements with the integration of voyage and port call optimization modules. The Euronav Data Landscape has been further streamlined and centralized, to facilitate seamless access for business reporting and dashboarding, AI modelling, and integrating with systems. Additionally, the successful pilot with Starlink has notably eased these and other initiatives, leveraging its exceptionally connectivity capabilities.

Open Data Architecture

One of the key components of our innovation landscape involves gathering up to 400 sensor values on our vessels. These sensors generate a significant amount of data, with values being produced up to every second. To ensure the quality and manageability of this extensive data, we have established a big data platform in collaboration with our partners. The data platform serves as an intermediary between the comprehensive "data lake" containing all the telemetry data and the various business applications that utilize this data, not limited to dedicated projects.

The big data platform is built in various layers that each serve a purpose to enriching the data.

A first layer ensures that every piece of data is captured and processed effectively.

A second layer focuses on quality refinement, cleansing and analyzing the data to extract actionable insights. This layer is designed to provide decision-makers with a deeper understanding of operational efficiency, fuel and consumption patterns. By incorporating advanced analytics and machine learning algorithms, this layer can transform raw data into high value strategic information.

A third layer represents the summit of the data platform where the data is aggregated from a per-second value to a time-weighted average value over intervals of 10, 20, 30 and more minutes. This aggregation enables FAST, dashboards, Euronav's partners, and other applications to swiftly access sensor data. It empowers executives and stakeholders with the information needed to make informed decisions that will drive the Company forward.

Vessel Connectivity Improvements with Starlink and 4G Antennas

Euronav is embarking on an initiative to improve vessel connectivity for their fleet, by implementing vessel connectivity enhancements through Starlink satellite internet and 4G antennas.

Additionally, Euronav is installing more powerful 4G antennas on its vessels, which will reinforce connectivity near shorelines and ports, allowing for faster communication compared to satellite connections when in range of 4G-signals.

The reliable and high-speed internet connectivity provided by Starlink has streamlined various operational processes to improve innovative Smart Shipping solutions. This technology is positioned to continue powering connectivity-reliant innovations onboard our vessels in the future. Furthermore, crew members aboard Euronav vessels now enjoy enhanced access to online resources, entertainment, and communication services, contributing to higher morale and job satisfaction.

Continued Research and Development and Innovation through the Plug & Play platform

Strategic Partnership - FAST Forward

Euronav is excited to announce the next phase in the evolution of its digital platform, FAST, through a strategic partnership with ZeroNorth. This initiative, dubbed 'FAST Forward,' is set to enhance our digitalization efforts and ensure sustained growth. As of April 1, 2024, ZeroNorth took over the management of the FAST platform, a move that represents a significant milestone in our innovation journey. We reassure our stakeholders that Euronav will continue to utilize the FAST platform on our vessels without any interruption to its current functionalities.

Euronav will manage the FAST platform, working towards a smooth transition to ZeroNorth. This transition has been meticulously planned to guarantee a seamless handover, after which ZeroNorth will integrate FAST into their suite of

offerings and continue its development in line with Euronav's established roadmap. This collaboration will benefit various stakeholders and external partners, emphasizing collective growth and innovation.

Following the handover, Euronav will retain a license to use the FAST code and Intellectual Property Rights for onshore transportation modes, focusing on data management and analysis capabilities for the CMB.TECH platform.

The strategic partnership with ZeroNorth was motivated by the evolution of FAST since its launch in 2018 and the need to adapt to the rapidly advancing maritime digital landscape. This collaboration will enable the integration of FAST's functionalities into a broader platform, offering significant benefits to Euronav and CMB.TECH. Additionally, the synergy with ZeroNorth, and their pending collaboration with Alpha Ori Technologies, promises to create a digitalization powerhouse in the maritime sector. ZeroNorth will have the freedom to adapt and enhance the FAST platform but will continue to provide Euronav with its existing functionalities, ensuring a blend of benefits from both platforms.

A. Operating Results

This section comments on the operating results of the year ended December 31, 2023, compared to the year ended December 31, 2022.

Total shipping revenues and voyage expenses and commissions

In 2023, the large tanker market navigated many changes – from oil production cuts to sanctions being tightened and lifted, and more recently serious disruption in the Red Sea, which sets to join the COVID-19 pandemic as a historical disruptor for global shipping. However, 2023 also proved to be a highly lucrative year, with China's oil demand boosting demand as crude oil exports from the US continued to reach new records.

Go East, crude oil flows

It is clear that tonne mile development pushed global large tanker demand up in 2023. A closer look at individual trade routes uncovers where this trend emerged. The biggest rise in cargo counts came from the West to East route. This trend reflects developments in Atlantic basin-based crude export markets, where we saw suppliers in the US with exports reaching new records compared to 2022. Meanwhile, the likes of Brazil and Guyana continue to release more crude oil, combined with incremental demand growth being centered east of the Suez Canal.

Atlantic basin suppliers have also played a key role in developments on the West-to-West trade route, which includes increasing crude volumes going into Europe following Russia's invasion of Ukraine. More cargoes are being transported from the US gulf to Europe and from Brazil to Europe.

OPEC + drama

By comparison, the Arabian Gulf (AG) share has dipped as the OPEC+ alliance has been cutting supplies, fewer barrels have been available to lift. We have seen liftings to Europe and the Red Sea decline, while cargo volume to the Far East marginally increased.

The AG to the Far East trade route continues to dominate the VLCC market in terms of total cargo volume. The liftings peaked in the first quarter of 2023, when Beijing officially ditched its zero-COVID policy. However, several rounds of OPEC+ production curbs have impacted the fixture count ever since. As the alliance has announced sustained production cuts going into 2024, we may see cargo counts plateau for the time being.

Black Swans

2023 was a year where geopolitics took us by surprise, with Venezuela back onto the scene towards the end of 2023. The release of the US sanctions on Venezuela in the last quarter drove activity out of the country. Chinese teapot refineries have been driving this development. We also note a rise in cargoes from Venezuela to India, signifying that Indian refineries are coming back to the market since the secondary sanctions were imposed in 2020. They now vie with Chinese teapots for the discounted oil.

Another interesting development is an additional cargoes on the Singapore to China route. This route covers the so-called "Malaysian Blend", which is reportedly masked Iranian barrels being re-branded and sold. The majority of these cargoes are carried by the "dark fleet". The dark fleet is a fleet of vessels with opaque ownership, lacking proper insurance and evading international sanctions.

It's clear that the large tanker market has shown resilience and adapted to an ever-changing trading environment throughout 2023. The above-average increases in cargo counts and vessel demand reflect an oil market that has now recovered from the Covid crash, with demand back to pre-pandemic levels. While we may not see the same level of expansion in 2024, we can look forward to a year with a solid foundation in terms of cargo volume coupled with near-zero fleet growth. This means that any growth in cargo demand will see the tonnage supply/demand balance tighten and the freight market improve accordingly.

The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Voyage charter and pool revenues	1,074,214	737,280	336,934	46	%
Time charter revenues	160,913	117,389	43,524	37	%
Other operating income	23,316	15,141	8,175	54	%
Gains on disposal of vessels/other tangible assets	372,444	96,160	276,284	287	%
Total shipping revenues	1,630,887	965,970	664,917	69	%
Voyage expenses and commissions	(142,090)	(175,187)	33,097	(19)	%

Total shipping revenues increased by 69%, or $664.9 million, to $1,630.9 million for the year ended December 31, 2023, compared to $966.0 million for 2022.

Our voyage charter and pool revenues increased by 46%, or $336.9 million, to $1,074.2 million for the year ended December 31, 2023, compared to $737.3 million for 2022. The significant increase in pool and spot voyage revenue is mainly driven by improved freight rates in 2023 compared to 2022.

Time charter revenues increased by 37%, or $43.5 million, to $160.9 million for the year ended December 31, 2023, compared to $117.4 million for 2022. The increase is primarily a result of an increased number of vessels engaged in long-term time charters during 2023 compared to 2022.

The other income increased by 54% or $8.2 million, to $23.3 million for the year ended December 31, 2023, compared to $15.1 million for 2022. Other operating income includes revenues related to the standard business operation of the fleet and that are not directly attributable to an individual voyage.

For the gains on disposal of vessels/other tangible assets, please see below.

The voyage expenses and commissions decreased by 19% or $33.1 million, to $(142.1) million for the year ended December 31, 2023, compared to $(175.2) million for 2022. Decrease was mainly related to the decrease in Suezmax vessels on the spot due to the sale of older tonnage during 2022.

Net gain (loss) on lease terminations and net gain (loss) on the sale of assets

The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Net gain on sale of assets (including impairment on non-current assets held for sale)	372,444	95,813	276,631	289%

Net gain on sale of assets (including impairment on non-current assets held for sale). Net gain (loss) increased by 289%, or $276.6 million, to a net gain of $372.4 million for the year ended December 31, 2023, compared to a net gain of $95.8 million for 2022.

The net gain on the sale of assets amounted to $372.4 million in 2023, resulting from the sale of the following vessels:

•Suezmax Cap Charles: $22.1 million

•VLCC Nautica: $27.1 million

•11 VLCCs Frontline agreement: total of $323.3 million

The net gain on sale of assets of $95.8 million in 2022, represents the aggregate of a gain of $34.7 million recorded on the sale of the ULCC Europe, a gain of $1.8 million recorded on the en-bloc sale of four S-class VLCC vessels, a gain of $45.8 million on the sale of 4 Suezmax vessels and a gain of $13.5 million on the redelivery of the VLCCs Navarin, Neptun and Nucleus.

Vessel Operating Expenses

The following table sets forth our vessel operating expenses for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Total VLCC operating expenses	138,362	127,898	10,464	8	%
Total Suezmax operating expenses	66,650	74,381	(7,731)	(10)	%
Total FSO operating expenses	26,021	13,815	12,206	88	%


Total vessel operating expenses	231,033	216,094	14,939	7	%

Total vessel operating expenses increased by 7%, or $14.9 million, to $231.0 million during the year ended December 31, 2023, compared to $216.1 million for 2022. In 2023, these expenses were higher compared to 2022, mainly resulting from the acquisition of FSO Asia and FSO Africa which were accounted for 100% in 2023 compared to 50% until June 1, 2022 (joint-venture). The increase on VLCC operating expenses is mainly due to the newbuild VLCCs delivered in the course of 2023.

Time charter-in expenses and bareboat charter-hire expenses

The charter hire expenses in 2023 are mainly attributable to the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program. The remaining hire is related to the time charter-in hire days upon delivery of the Suezmaxes Marlin Sardinia and Marlin Somerset recorded as charter-hire expenses.

The charter-hire expenses in 2022 are entirely attributable to the internal short term time charter agreement with our joint venture Bari Shipholding Ltd. and the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program (see Note 12). The Group elected to apply the short-term lease exemption and accordingly, the lease payments were recognized as an expense and right-of-use assets and lease liabilities were not recognized. The bareboat hire is related to four bareboat contracts ended on December 15, 2021 with one vessel (VLCC Nautilus) redelivered to the owners before December 31, 2021. The expenses for the bareboat hire days upon redelivery of the three remaining vessels (VLCCs Navarin, Neptun and Nucleus) were recorded as bareboat hire. All vessels were redelivered during the first quarter of 2022.

The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Time charter-in expenses	4,500	3,912	588	15	%
Bareboat charter-hire expenses	—	1,857	(1,857)	(100)	%
Total charter hire expense	4,500	5,769	(1,269)	(22)	%

Total charter hire expenses decreased by 22%, or $(1.3) million, to $4.5 million during the year ended December 31, 2023, compared to $5.8 million for 2022.

General and administrative expenses

The following table sets forth our general and administrative expenses for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
General and administrative expenses	62,532	51,702	10,830	21	%

General and administrative expenses include, amongst others, shore staff wages excluding shore staff working entirely on ship management, director' fees, office rental, consulting fees, audit fees and tonnage tax, increased by 21%, or $10.8 million, to $62.5 million for the year ended December 31, 2023, compared to $51.7 million for 2022.

The increase in administrative expenses is mainly due to an increase in legal and other service fees incurred in relation to the structural changes within the company as well as the termination fees of the previous Management Board.

The share-based payments are higher compared to 2022 mainly due to the reversal of the provision on cash-settled share-based payments during 2022. Moreover, the equity-settled share-based payment plans LTIP 2020, 2021, 2022 and 2023 were fully paid out to the previous entitled Management Board members which mandates were terminated during the 2023.

Depreciation and amortization expenses

The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Depreciation and amortization expenses	221,040	222,597	(1,557)	(1)	%

Depreciation and amortization expenses slightly decreased by 1%, or $(1.6) million, to $221.0 million for the year ended December 31, 2023, compared to $222.6 million for 2022.

Net Finance Expenses

The following table sets forth our finance expenses for the years ended December 31, 2023 and 2022:

Recognized in profit or loss


(in thousands of USD)	2023	2022	$ Change	% Change
Interest income	20,620	7,063	13,557	192	%
Income on recycling hedges from OCI into P&L	25,749	—	25,749	100	%
Change in fair value of fuel derivatives recognized in P&L	3,210	6,132	(2,922)	(48)	%
Foreign exchange gains	17,590	13,945	3,645	26	%
Finance income	67,168	27,140	40,028	147	%


Interest expense on financial liabilities measured at amortized cost	(132,268)	(85,418)	(46,850)	55	%
Interest leasing	(631)	(1,237)	606	(49)	%
Change in fair value of fuel derivatives recognized in P&L	(8,276)	(26,388)	18,112	(69)	%
Fair value adjustment on interest rate swaps	37	(507)	544	(107)	%
Other financial charges	(13,513)	(5,930)	(7,583)	128	%
Foreign exchange losses	(17,246)	(13,529)	(3,717)	27	%
Finance expense	(171,897)	(133,009)	(38,888)	29	%

Net finance expense recognized in profit or loss	(104,729)	(105,869)	1,140	(1)	%

Finance income is higher during the year ended December 31, 2023 compared to December 31, 2022 which is mainly due to the positive impact of the unwinding of the interest swaps following the repayment and the termination of the financial liabilities.

Finance expenses increased during the year ended December 31, 2023 compared to December 31, 2022. This is mainly due to an increase in interest expenses on financial liabilities partially offset by a decrease in change in fair value of fuel derivatives recognized through P&L. The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses on bank loans due to a higher average interest rate despite a lower average outstanding debt compared to the period ended December 31, 2022. The decreased expense in change in fair value of fuel derivatives is mainly due to the lower negative result on the fuel derivatives related to the hedging program of the bunker fuel on board of the Oceania.

The increase in other financial charges is mainly due to the refinancing of the previous financial liabilities. Following this transaction, the respective remaining transaction costs of the previous facilities have been expensed immediately in profit and loss. Interest leasing is the interest on lease liabilities.

Share of results of equity accounted investees, net of income tax

The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Share of results of equity accounted investees	(927)	17,650	(18,577)	(105)	%

The result of the equity accounted investees decreased by 105%, or $(18.6) million, to $(0.9) million for the year ended December 31, 2023, compared to a result of $17.7 million for 2022. The decrease is driven by the fact that Euronav acquired 100% of the FSOs early June 2022, and so the results of the FSOs were no longer reported via the equity accounting method since then, instead they were fully consolidated in the different Profit and Loss line items of the Consolidated Statement of Profit or Loss.

More details can be found under Note 26 - equity accounted investees.

Income tax benefit/(expense)

The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2023 and 2022:


(USD in thousands)	2023	2022	$ Change	% Change
Income tax benefit (expense)	(6,009)	(2,804)	(3,205)	114	%

The income tax expenses increased by 114%, or $(3.2) million, to $6.0 million for the year ended December 31, 2023, compared to an expense of $2.8 million for 2022.

More details can be found under Note 7 - Income tax benefit (expense).

B. Liquidity and Capital Resources

We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the occasional issuance of convertible notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.

As of December 31, 2023 and December 31, 2022, we had $429.4 million and $179.9 million in cash and cash equivalents, respectively.

Our short-term liquidity requirements relate to payment of operating costs (including drydocking repairs, installation of water ballast treatment systems and green retrofits), lease payments for our chartered-in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledged under borrowings from commercial banks.

Sources of short-term liquidity include cash balances, restricted cash balances, syndicated credit lines, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of December 31, 2023 and December 31, 2022, we had $100 million and $100 million in available syndicated credit lines, respectively.

Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or second hand vessels (see Note 8 - Property, plant and equipment - Capital commitments) and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, drawdown under committed secured revolving credit facilities, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel

sales and sale and leaseback arrangements. As of December 31, 2023 and December 31, 2022, we had $813,4 million and $671.3 million in available committed secured revolving credit facilities, respectively.

Net cash from (used in) operating activities during the year ended December 31, 2023 was $837.4 million, compared to $255.6 million during the year ended December 31, 2022. Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2023 will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.

We believe that our working capital resources are sufficient to meet our requirements for the next 12 months from the date of this annual report.

As of December 31, 2023 and December 31, 2022, our total indebtedness was $930.7 million and $1,696.3 million respectively.

We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.

Our Borrowing Activities


	Amounts Outstanding as of
(USD in thousands)	December 31, 2023	December 31, 2022
Euronav NV Credit Facilities



$108.5 Million Senior Secured Credit Facility	—	68,748
$173.6 Million Senior Secured Credit Facility	—	117,002
$200.0 Million Senior Secured Credit Facility	—	90,000

$700.0 Million Senior Secured Credit Facility	—	470,000
$713.0 Million Sustainability Linked Senior Secured Credit Facility	—	350,756
$73.45 Million Sustainability Linked Senior Secured Credit Facility	—	71,155
$150.0 Million Sustainability Linked Senior Secured Credit Facility	124,809	141,747
$377.0 Million Sustainability Linked Senior Secured Credit Facility	—	40,000
$1,290.0 Million Senior Secured Credit Facility	415,725	—

Credit Line Facilities
Credit Lines	—	—

Senior unsecured bond
Senior Unsecured Bond	200,000	200,000

Treasury notes program
Treasury Notes Program	87,806	50,663

Other borrowings
Other borrowings	75,740	86,198

Total interest bearing debt	904,080	1,686,269

Euronav NV Credit Facilities

$ 1,290.0 Million Senior Secured Credit Facility

On November 7, 2023, we entered into a $1,290.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. This facility is comprised of a $725.0 million revolving credit facility, a transition term loan facility of up to $375.0 and a newbuild term loan facility of up to $190.0 million. We had entered into this facility in order to free the 24 VLCC's, that were sold to Frontline, of their encumbrances. The facility is secured by 34 wholly-owned vessels and two more vessels will be included to the newbuilding facility upon their delivery and drawdown in the third quarter and fourth quarter of 2024. The facility was made available for the purpose of (i) refinancing 30 vessels; (ii) financing four newbuilding Suezmax vessels as well as (iii) Euronav's general corporate and working capital purposes. 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 Capitalisation. As of December 31, 2023, the outstanding balance on this facility was $415.7 million.

€80.0 Million Unsecured Credit Line Facility

On April 7, 2021, the Group entered into an €80 million ($88.4 million) unsecured revolving credit facility. This new facility has been concluded with a range of commercial banks and the support of Gigarant, with sustainability and emission reductions as a component of the margin pricing points. A range of measurable sustainability features such as year-on-year reduction in carbon emissions starting from 2021 will be supported by compliance with the Poseidon principles.Following the achievement of the sustainability performance target for 2021 the margin was reduced to 1.45 % as from May 2022. The facility has a duration of minimum three years, with two one-year extension options. These extension options have been exercised and the facility will mature on April 7, 2026. As of 2023, and December 31, 2022 the outstanding balance on this facility was $0.0 million and $0.0 million.

$150.0 Million Sustainability-linked Senior Secured Credit Facility

On June 21, 2022, the Group entered into a $150 million senior secured amortizing term loan facility to finance the acquisition of the 50% ownership in the FSO joint ventures. The new facility has been concluded with ING and ABN Amro who were also the supporting banks in the existing facility. At the same time the existing facilities for the FSO JV companies which were maturing in July 2022 and September 2022 have also been repaid (see Note 26). The new facility carries a rate of daily compounded SOFR plus a margin of 2.15% with margin adjustment of plus or minus 10 bps. The new facility is linked to the sustainability performance of the Company. The commercial terms include a reduction of the interest rate when the Company achieves its targets in relation to two sustainability KPI's. The facility has a duration of 7.75 years with maturity on March 30, 2030. As of December 31, 2023 and December 31, 2022, the outstanding balance on this facility was $124.8 million compared to $141.7 million, respectively.

$200.0 Million Senior Unsecured Bond

On September 2, 2021, the Group successfully placed $200 million senior unsecured bonds. The bonds, issued by Euronav Luxembourg and guaranteed by Euronav NV, mature in September 2026 and carry a coupon of 6.25%. The bonds are listed on the Oslo Stock Exchange as of March 22, 2022. The related transaction costs of $3.3 million are amortized over the lifetime of the instrument using the effective interest rate method. The net proceeds from the bond issue are used for general corporate purposes and/or refinancing of the old $200 million bond (ISIN: NO0010793888). DNB Markets, Nordea, SEB and Arctic Securities AS acted as joint bookrunners in connection with the placement of the bond issue.

$ 447.0 Million Sustainability-linked Senior Secured Credit Facility

On December 6, 2022, the Group entered into a $377.0 million senior secured amortizing facility comprising a revolving credit facility of up to $307.0 million and a newbuild term loan facility of up to $70.0 million and an upsize term loan facility. The upsize facility of $70 million was concluded on 22 March 2023 for the financing of the newbuild VLCC Camus. The financing had been concluded with a syndicate of banks and Nordea Bank Norge SA acting as Agent and Security Trustee. The credit facility was repaid on December 14, 2023 in relation to the global refinance.

$190.5 Million Sustainability-linked Senior Secured Credit Facility

On June 29, 2023 the Group entered into a $190.4 million ECA covered senior secured amortizing loan facility to finance one newbuilding VLCC and three newbuilding Suezmax vessels. The facility was guaranteed with a K-Sure insurance cover. DNB and ING acted as co-agents in the facility and CITI bank joined as a Mandated Lead Arranger. The new facility was linked to the sustainability performance of the Company with three sustainability KPI's. The commercial terms included a reduction of the interest rate when the Company achieves its targets in relation to the sustainability KPI's. The facility

would have a duration of 12 years with maturity on June 29, 2035. The credit has been repaid and cancelled on December 14, 2023 in relation to the global refinance.

Repayment of facilities in 2023 (global refinance)

In relation to the sale of 24 VLCC's to Frontline our fleet, with the exception of the FSO's, Oceania and bareboat-in vessels, was refinanced in the fourth quarter of 2023. Outstanding liabilities in following loans were fully repaid in the fourth quarter of 2023:

▪Loan ECA Financing DNB $108.5 million dated April 25, 2017

▪Loan ECA Financing Crédit Agricole $173.5 million dated March 15, 2018

▪Loan Nordea $200 million dated September 7, 2018

▪Loan Nordea $700 million dated August 28, 2019

▪Loan Nordea $713 million dated 11 September 2020

▪Loan DNB $73.5 million dated December 2, 2021

▪Loan Nordea $447 million dated December 6, 2022

▪Loan DNB $190.4 million dated June 29, 2023

€150.0 Million Treasury Notes Program

On June 6, 2017, we entered into an agreement, or the Dealer Agreement, with BNP Paribas Fortis SA/NV to act as arranger and dealer for a Treasury Notes Program with a maximum outstanding amount of €50.0 million. On October 1, 2018, we amended the agreement to increase the maximum outstanding amount to €150.0 million, while appointing KBC Bank NV as additional dealer for the program. Pursuant to the terms of the Dealer Agreement, we may issue the treasury notes to the dealer from time to time upon such terms and such prices as we and the dealer agree. As of December 31, 2023 and December 31, 2022, the outstanding balances under this program was $87.8 million (€79.1 million) and $50.7 million (€47.5 million), respectively. 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 recognized in the consolidated statement of profit or loss. On December 31, 2023, the fair value of these forward contracts amounted to $1.5 million (December 31, 2022: $0.3 million).

Other borrowings

On December 30, 2019, the Company entered into a sale and leaseback agreement for three VLCCs. The three VLCCs are the Nautica (2008 – 307,284), Nectar (2008 – 307,284) and Noble (2008 – 307,284). The vessels were sold and were leased back under a 54-months bareboat contract at an average rate of $20,681 per day per vessel. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets, and recognized a financial liability equal to the net transfer proceeds of $124.4 million. During 2023, the repurchase options on the three VLCCs were exercised and the bareboat contracts have been ended. Nautica was sold to the United Nations Development Programme UNDP on July 17, 2023.

On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cypress (2022 – 157,310). The vessel was sold and was leased back under a 14-year bareboat contract at a rate equal to an amortization element of $13,590 per day per vessel and an interest element based on term 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. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $76.9 million. As of December 31, 2023, the outstanding amount was $75.7 million. At the end of the bareboat contract, the Company has a purchase obligation of $7.39 million. Euronav may, at any time on and after the fourth anniversary, notify the owners the charterer' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.

Security

Our secured indebtedness is generally secured by:

•a first priority mortgage in all collateral vessels;

•a general pledge of earnings generated by the vessels under mortgage for the specific facility; and

•a parent guarantee when the indebtedness is not taken at the level of the parent.

Loan Covenants

Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:

•an amount of current assets that, on a consolidated basis, exceeds our current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;

•an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;

•an aggregate cash balance of at least $30.0 million;

•a ratio of stockholders' equity to total assets of at least 30%; and

•a minimum asset coverage ratio.

In connection to the senior secured FSO loan of $150 million, the facility contains a specific covenant whereby each borrower need to ensure that its financial position shall at all times during the Security Period be such that the Debt Service Cover Ratio in respect of it shall be equal or higher than 1.1x.

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 Euronav. In certain existing financing arrangements (e.g., €80,000,000 facility agreement) the threshold would be 30%+1 of the shares or voting rights in Euronav.

On October 9, 2023 it was announced that two reference shareholders, CMB NV and Frontline plc/Famatown Finance Limited, had reached an agreement on a transaction involving the Company that would make an end to the deadlock arising from their entrenched differences over the Company's strategy (see Note 17).

The transaction comprised three interdependent agreements:

• CMB to acquire Frontline's 26.12% stake in the Company's issued shares for $18.43 per share;

• Frontline to acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion; and

• The Company's pending arbitration action against Frontline and affiliates to be terminated.

The transaction was effected on November 22, 2023 when CMB NV, after acquiring the shares of Frontline plc/Famatown Finance Limited, owned 49.05% of the Company's issued shares (representing 53% of the voting rights in Euronav). The transaction did not trigger the change of control in the financing agreements because Saverco, which is the holding company of CMB NV is a permitted holder in the change of control clauses in the respective financing agreements, including the senior unsecured $200 million bond where no put-option event was triggered. Under the bond, the occurrence of a CoC by a person or group of persons acting in concert other than Saverco or Victrix would trigger a put option event, allowing each bondholder to require that Euronav Luxembourg SA (Euronav Luxembourg) purchases all or some of the bonds held by that bondholder at a price equal to 101 per cent of the nominal amount (i.e., at a premium of 1%).

Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things:

•effect changes in management of our vessels;

•transfer or sell or otherwise dispose of all or a substantial portion of our assets;

•declare and pay dividends; and

•incur additional indebtedness.

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.

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

As of December 31, 2023 and December 31, 2022, we were in compliance with all of the covenants contained in our debt agreements.

Guarantees

On July 14, 2017 and September 22, 2017, TI Asia Ltd. and TI Africa Ltd., two former 50%-owned joint ventures and as of June 7, 2022 100% owned, which own the FSO Asia and FSO Africa, two FSO vessels, respectively, entered into two guarantees of up to $5.0 million each with ING Bank, in favor of North Oil Company in connection with its use of the FSO Asia and FSO Africa. These guarantees terminated on October 21, 2022 for the FSO Asia and December 21, 2022 for the FSO Africa. These guarantees have not been called upon.

Recent Developments

On February 7, 2024, Euronav 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 $1.150 billion in cash. Please see Item 4 - Information of the company for a description about the acquisition and a business overview. CMB.TECH is a diversified cleantech 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 produces to its customers. CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry. The value creation of the new strategy is driven by CMB.TECH's "future-proof" (or low carbon emitting) fleet of 106 low carbon vessels, of which 46 are under construction. The Transaction fits into the Company's renewed strategy of diversification, decarbonization and accelerated optimization of the Company's current crude oil tanker fleet. The parties believe that the Transaction will lead to the creation of the leading, future proof shipping platform, with the Company becoming the reference in sustainable shipping. CMB and Euronav believe that the addition of CMB.TECH to Euronav's business will enable a flywheel strategy – positioning the group to tap into each step of the energy transition towards low carbon shipping, with a clear vision on value creation for its shareholders. The Company is currently assessing the accounting treatment of the acquisition and preliminary concludes that the transaction will be accounted for as a common control transaction. Therefore IFRS 3 will not be applied. Shareholders voted the voluntary resignation of Mrs. Grace Reksten Skaugen, Mr. Ole Henrik Bjorge, Mr. Cato H. Stonex, Mr. John Frederiksen and Mr. Patrick De Brabandere as members of the Supervisory Board. They approved the cooptation of Mr. Patrick Molis and Mrs. Catharina Scheers as independent members of the Supervisory Board, Mr. Bjarte Boe and Debemar BV, permanently represented by Mr. Patrick De Brabandere, as members of the Supervisory Board. Shareholders also approved the interim discharge of the Supervisory Board: Mrs. Grace Reksten Skaugen, Mr. Ole Hendrik Bjorge, Mr. Cato H. Stonex, Mr. John F. Frederiksen and Mr. Patrick De Brabandere.

On February 14, 2024, the Company announced the launch of the mandatory public takeover bid on all the shares in Euronav by CMB NV. The acceptance period in respect of the bid opened on February 14, 2024 and closed on March 15, 2024. The bid price amounts to $17.86 per share in cash, i.e. $18.43 per share less $0.57 dividend per share declared on November 22, 2023.

On February 27, 2024, the Company announced it was informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have filed a complaint in the United States District Court for the Southern District of New York in connection with CMB's U.S. takeover bid for the shares of the Company. The Company is not involved in these proceedings. On March 14, 2024, the Company has been informed that the claim has been rejected by the United States District Court for the Southern District of New York.

On March 4, 2024, the Company announced it was informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a request with the Market Court in Belgium in connection with CMB's Belgian offer for the shares of the Company. The Company is not involved in these proceedings. On March 15, 2024, the

Company has been informed that the Market Court in Belgium has denied the request to suspend the closing of the Belgian offer.

On March 18, 2024, the Company confirmed that the acceptance period of the mandatory public takeover bid launched by CMB NV (or the "Bidder") for all shares issued by Euronav not already owned by CMB or its affiliates (the "Bid"), expired on March 15, 2024. During the acceptance period, 69,241,955 shares of Euronav, representing 31.47% of the outstanding shares of Euronav, were tendered into the Bid. As a result, the Bidder will hold a total of 177,147,299 shares of Euronav, representing 80.51% of the outstanding shares in Euronav. Taking into account the 17,790,716 treasury shares held by Euronav and the 24,400 shares held by Saverco NV, the Bidder and persons affiliated with it together will hold 194,962,415 shares, representing 88.61% of the outstanding shares of Euronav.

On March 20, 2024 Euronav announced that the Supervisory Board will, at the Annual Shareholders’ Meeting of May 16, 2024, propose to distribute $4.57 per share to all shareholders. This payout is proposed to be a combination of a dividend and a repayment from the share issue premium. This distribution approach will be optimal for shareholders as Euronav anticipates that the share issuance payment part of the distribution will represent more than 90% of the distribution.

On March 22, 2024, the Company announced it had purchased on the New York Stock Exchange and on Euronext Brussels a total of 4.719.534 of its own shares. Following these transactions, the Company owns 22.510.249 shares (10.23% of the total outstanding share count).

On March 29, 2024, the Company announced it had purchased on the New York Stock Exchange and on Euronext Brussels a total of 2,620,931 of its own shares. Following these transactions, the Company owns 25,131,181 shares (11.42% of the total outstanding share count).

On April 8, 2024, the Company announced it had purchased on the New York Stock Exchange and on Euronext Brussels a total of 412,926 of its own shares. Following these transactions, the Company owns 25,544,107 shares (11.61% of the total outstanding share count).

On April 8, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a claim with the Enterprise Court in Antwerp, Belgium. The claim relates to the integrated solution for the strategic and structural deadlock within Euronav announced on October 9, 2023, of which CMB NV’s mandatory offer on all outstanding shares in the Company that closed on March 15, 2024 formed the final piece, as well as Euronav’s acquisition of CMB.TECH NV. FourWorld requests that all decisions of Euronav’s Supervisory Board and general meeting in relation to these transactions, as well as the transactions themselves, are declared null and void. In this regard FourWorld has summoned all parties involved in these transactions, i.e. Euronav, CMB NV, Frontline plc, Famatown Finance Limited, Hemen Holding Limited and Geveran Trading Co. Limited.

Changes in Fleet Composition as of 2024

Euronav sold the ULCC Oceania (2003 - 441,561 dwt) and was delivered to her new owner on January 15, 2024. This sale is part of our ongoing fleet optimisation strategy and in response to new regulations such as EEXI (Energy Efficiency Existing Ship Index) which came into force in 2023. This transaction is expected to generate a capital gain of $34.8 million in the first quarter of 2024.

On February 8, 2024 Euronav successfully concluded the acquisition of 100% of the shares in CMB.TECH NV from CMB NV, for a total purchase price of $1.150 billion in cash. This implied an extension of our fleet. See Item 4.B for additional information with respect to the composition of our fleet.

On February 26, 2024, the Company announced that it had concluded an order for two bitumen tankers with China Merchants Jinling Shipyard (Yangzhou) and Dingheng Co. (Yangzhou, China). The vessels are expected to be delivered in the fourth quarter of 2026 and have been chartered to a strong counterparty for 10 years upon delivery from the shipyard. The vessels will have dual-fuel green methanol engines that are ready to be retrofitted for future operation on ammonia. The ordered vessels' deadweight will be 17,000 tons, which is twice the 8,000 ton average of the existing fleet.

The two newbuilding ice classed Suezmax orders at Daehan Shipbuilding have been long term time chartered to Valero. Delivery of these vessels is expected in April/May 2026 when each of the time charter contracts will begin.

Euronav has exercised the option for one more VLCC at Qingdao Beihai shipyard (China) in December 2023 and another one in January and March 2024. The vessels are expected to be delivered in the fourth quarter of 2026 and the first and second quarter of 2027 respectively and will be ready to be powered by a dual-fuel diesel-ammonia engine. Euronav now has five VLCC's on order.

Euronav has concluded on the sale and delivery of all 24 VLCCs that were included in the Vessel Sale.

On March 20, 2024, the Company announced it has sold the VLCC Nectar (2008 – 307,284 dwt), VLCC Newton (2009 – 307,208 dwt), and VLCC Noble (2008 – 307,284 dwt). This transaction will generate a capital gain of approximately $78,9 million which will be recognised upon delivery to her new owner.

C. Research and Development, Patents and Licenses

Not applicable.

D. Trend information

The supply and demand patterns for ships continue to have the biggest impact on revenues. Generally, the global demand for oil transportation on ships is affected by the global demand for crude oil, which in turn is highly dependent on the state of the global economy. Economies across the world have now largely recovered from the outbreak of COVID-19, which brought about restrictions on economic activity, which in turn heavily affected global oil demand.

The rate at which a change in oil demand impacts the demand for oil tankers depends not only on the nominal change in oil demand but also on how this oil is traded. For example, the market has continued to see a significant uptick in exports emanating from the US Gulf and other Atlantic based producers, most of which have been destined for China, India, and other Far Eastern customers. This oil travels a substantially longer distance than crude oil originating from the Arabian Gulf traveling to the same destination, and hence the transportation of this oil entails a larger employment of the crude tankers. The current trend is a rise in crude exports from the Atlantic basin combined with demand growth centered in the Far East providing longer employment times for crude tankers for the incremental barrel produced. Freight markets have been returned to positive territory and the outlook for the medium term is for this trend to continue. The trend for financing of shipping companies is likely to remain challenging with sustainability features and targets becoming more standard in all finance facilities.

The supply of tankers is influenced by the number of vessels delivered to the fleet, the number of vessels removed from the fleet (through recycling or conversion) and the number of vessels tied up in alternative employment such as storage. The tanker orderbook is at historically low levels, with the VLCC orderbook equal to 5% of the fleet and Suezmax orderbook equal to 13% of the current fleet. The fleet exit program has been measured over the past year, though several factors point to the possibility of more recycling in the near term. . The requirement for vessels to now burn low sulfur fuel and adhere to strict EEXI requirements starting this year is among other factors that may cause ship owners to re-evaluate the longevity of some of their older tonnage.In addition, 18% of the VLCC fleet and 25% of the Suezmax fleet is currently at an age at which shipowners would naturally look at divesting the tonnage (18+ years old).

Our revenues are also affected by our strategy to employ certain of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where vessel earnings are heavily impacted by the supply and demand balance. Our management team continuously evaluates the value of both strategies and makes informed decisions on the chartering mix based on anticipated earnings, and through this process we aim to always maximize each vessel's return

We believe that in view of our strong funding and liquidity structure, as supported by a proven management team, strict capital discipline and an established dividend distribution policy, we are well positioned to weather the volatility of the sector.

Please see "Item 4. Information on the Company—B. Business Overview—Industry and Market Conditions.

E. Critical Accounting Estimates

Please see "Item 5. Use of judgements and estimates" in Note 1 - Material accounting policies in the Notes to the Consolidated Financial Statements 2023.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Set forth below are the names, ages, positions and the nature of any family relationships between any of the persons named below of the members of our Supervisory Board or the Supervisory Board Members, and of our Management Board, or the Management Board Members as of the date of this annual report. Our Supervisory Board is elected annually on a staggered basis, and each member holds office for a term of maximum four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All members of the Supervisory Board whose

term expires are eligible for re-election. Officers are appointed from time to time by our Supervisory Board and hold office until a successor is appointed or their engagement is terminated. The business address of each of our Supervisory Board Members and Management Board Members listed below is Euronav NV, De Gerlachekaai 20, 2000 Antwerp, Belgium.

Supervisory Board Members

Name

Age

Position

Date of Expiry of Current Term

Marc Saverys

Chairman of the Supervisory Board

Annual General Meeting 2026

Patrick De Brabandere

Non-Independent Director*

Annual General Meeting 2026

Julie De Nul

Independent Director

Annual General Meeting 2025

Patrick Molis

Independent Director

Annual General Meeting 2026

Catharina Scheers

Independent Director

Annual General Meeting 2026

Bjarte Bøe

Non-Independent Director*

Annual General Meeting 2026

*Non-Independent Director according to Belgian standards (not the NYSE standards)

Marc Saverys - Non-Independent Member - Chairman

Marc Saverys serves on the Supervisory Board since the SGM of March 23, 2023 as a non-independent member.Marc Saverys holds a degree in law from the University of Ghent. In 1975 he joined Bocimar's chartering department, the dry bulk division of the CMB Group. In 1985 he left Bocimar and became Managing Director of Exmar, which at that time became a diversified shipowning company, where he was in charge of the drybulk division. He became a director of CMB Group in 1991 and was Managing Director of CMB Group from April 1992 through September 2014 when he was appointed as chairman. During the period from 2003 through July 2014, he served as the Chairman of the Board of Euronav, and served as a Vice-Chairman of the Board of Euronav from July 2014 until December 2015. Marc Saverys has a family relationship with Management Board Members, Alexander Saverys, Ludovic Saverys and Michael Saverys.

Patrick De Brabandere - Non-Independent Member

Patrick De Brabandere serves on the Supervisory Board since the SGM of March 23, 2023 as a non-independent member. He is the Chairman of the Audit and Risk Committee and a member of the Remuneration Committee. Patrick De Brabandere holds a degree in Applied Economic Sciences from UCL Louvain-la Neuve. He started his career at the audit firm Arthur Andersen. In 1987, he joined Almabo, the former holding company of the Saverys family, as Project Controller. He became CFO of CMB NV in 1998 and was appointed director of CMB NV in 2002. In 2003, following the partial demerger of Exmar NV from CMB NV, he became director and CFO of Exmar NV, then COO. In 2020 he became CFO of Exmar NV again until June 2022. He currently is a director of CMB NV and he also sits on the board of CMB.TECH NV since April 2021.

Julie De Nul - Independent Member

Julie De Nul serves on the Supervisory Board since the AGM of May 17, 2023 as an independent member. She is the Chairman of the Sustainability Committee and a member of the Remuneration Committee and of the Corporate Governance & Nomination Committee. Mrs. Julie De Nul is CEO of Jan De Nul Dredging NV since 2020 and has been a member of the Board of Directors of Jan De Nul NV since 2010. Prior to that, she was Legal Counsel at Jan De Nul Group Belgium from 2007 to 2010. She is currently also a member of the Board of Directors of VCB (the Flemish Construction Confederation), VOKA (the Flanders' Chamber of Commerce and Industry) and Museum Dr. Guislain Ghent. She holds a Master's degree in law from the University of Ghent.

Patrick Molis - Independent Member

Mr. Patrick Molis graduated from the Institut d'Etudes Politiques de Paris and holds a Master's degree in law from Paris X Nanterre. He started his career as a Magistrate at the Cour des Comptes after joining the National School of Administration. Mr. Patrick Molis was General Manager of Union Normande Investissement (1989-1992), CFO of Worms & Cie Group (1994-1997), General Manager of Compagnie Nationale de Navigation (1995- 1998), Chairman of the Board of Compagnie du Ponant (2012-2015) and Chairman and CEO of Héli-Union (2013-2022). He is currently Chairman of Compagnie Nationale de Navigation (since 1998) and director of Sabena Technics. He has previously served as member of the Board of Directors of Euronav Luxembourg (1995-2001), Euronav (2004-2010), Compagnie Maritime Nantaise (1995-2017), Compagnie Méridionale de Navigation (2008- 2022) and of the Conseil d'orientation du Domaine national de Chambord (2007-2017). Mr. Patrick Molis has been awarded the titles of Knight of the Legion of Honour and Officer of the Order of Merit.

Catharina Scheers - Independent Member

Mrs. Catharina Scheers holds a Master's degree in Communication and Media from KU Leuven and a Bachelor's degree in Political and Social Science from the University of Antwerp. She started her career with Fast Lines in 1993. She is the

owner and managing director of Fast Lines Belgium and has been appointed Chair of the company since 2003. She is currently also a member of the Board of Directors of ASF (Antwerp Shipping Federation), a member of the board of BRABO and a member of WISTA (Women's International Shipping and Trading Association). In 2021, Mrs. Catharina Scheers received the ESPA "Maritime Figure of the Year" award.

Bjarte Bøe - Non-Independent Member

Mr. Bjarte Bøe graduated from the Norwegian School of Economics and Business Administration (NHH) in 1983. He joined RS Platou and worked as a shipbroker in Houston and Oslo. In 1986 he joined Christiania Bank, later named Nordea, and worked in Oslo and London until 1995, when he joined SEB. He worked in various managerial positions, including head of Shipping Finance and head of Investment Banking in Oslo and Stockholm until 2019. He has served as a director of Seadrill, Hermitage Offshore and Agera Venture. He also sat on the board of CMB.TECH from April 2021 until February 2022.

Management Board Members

Name

Age

Position

Date of Expiry of Current Term

Alexander Saverys

Chief Executive Officer

Not applicable

Ludovic Saverys

Chief Financial Officer

Not applicable

Michael Saverys

Chief Chartering Officer

Not applicable

Maxime Van Eecke

Chief Commercial Officer

Not applicable

Benoit Timmermans

Chief Strategy Officer

Not applicable

Alexander Saverys - Chief Executive Officer

Alexander Saverys serves on the Management Board as Chief Executive Officer as of November 22, 2023. Alexander Saverys is also Chief Executive Officer of the CMB Group. He has a Master in Law degree from the University of Leuven and the Complutense University of Madrid, and holds an MBA from the Fachhochschule für Wirtschaft Berlin. He founded Delphis in 2004, a short sea container shipping company. He became director of CMB in 2006 and is Chief Executive Officer of CMB since September 2014. Alexander Saverys has a family relationship with Supervisory Board Member, Marc Saverys, and with Management Board Members, Ludovic Saverys and Michael Saverys.

Ludovic Saverys - Chief Financial Officer

Ludovic Saverys joined Euronav on the Management Board as Chief Financial Officer as of November 22, 2023. Ludovic Saverys is the Chief Financial Officer of CMB NV and the General Manager of Saverco NV. From 2001 till 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M. Sc. Degrees in International Business and Finance. During the time he lived in New York, Mr. Saverys served as Chief Financial Officer of MiNeeds Inc. from 2011 till 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 till 2013. He started his career as Managing Director of European Petroleum Exchange (EXP) in 2008. Ludovic Saverys has a family relationship with Supervisory Board Member, Marc Saverys, and with Management Board Members, Alexander Saverys and Michael Saverys.

Michael Saverys - Chief Chartering Officer

Michael Saverys joined Euronav as Chief Chartering Officer on November 22, 2023. Michael Saverys is member of the Euronav Management Board. He started his career as a grain trader for Noble Group in Singapore in 2005, in 2007 he joined Merrill Lynch in London as head of Freight Derivatives trading. In 2009 he joined CMB as Chartering Director of Bocimar International, member of the Board and executive Committee. In 2016 he co-founded Capesize Chartering limited with Starbulk, Golden Ocean and CTM, operating as pool manager of the biggest Capesize pool in the drybulk segment, a role he still serves today. Mr Saverys graduated from UBI in 2005 with a bachelor's degree in Business Administration. He is a board member of the International Polar Foundation. Michael Saverys has a family relationship with Supervisory Board Member, Marc Saverys, and with Management Board Members, Alexander Saverys and Ludovic Saverys.

Maxime Van Eecke - Chief Commercial Officer

Maxime Van Eecke joined Euronav as Chief Commercial Officer on November 22, 2023. He is a member of the Euronav Management Board. He started his career as Legal Counsel for the CMB group in 2005 and became Managing Director of Delphis, the container division of CMB, in 2014. In 2021 he was appointed Chief Commercial Officer of the CMB group and has been serving as an executive Board Member of CMB since 2022. Maxime Van Eecke graduated as Master of Laws at the University of Ghent. He also holds a LLM in Commercial Trade and Maritime Law from the University of Southampton (UK). Maxime Van Eecke is acting as permanent representative of Mavecom CV.

Benoit Timmermans - Chief Strategy Officer

Benoit Timmermans joined Euronav as Chief Strategy Officer on November 22, 2023. He graduated in law from the University of Louvain (Belgium) in 1983. He also holds an MBA degree from the University of Navarra, Barcelona. After two years of retail banking, he joined the Saverys group in 1989 and became Assistant Financial Manager after the take-over of CMB. He was CFO of the group's liner division SCL (1996), Managing Director of the French company SAGA (1997) , Managing Director of Cape International pool with Zodiac and was appointed Managing Director of Bocimar in 1998. Today he is the Chief Strategy Officer of the group and member of the Executive Committee. He is in charge of the Chemical division and zero carbon fuel procurement. He represents CMB in Northstandard PandI. He is an executive board member of CMB NV.

B. Compensation

B.1. Compensation of the Supervisory Board Members

The compensation of our Supervisory Board is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the Remuneration Committee and approved at the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies.

The remuneration in 2023 of the members of the Supervisory Board is reflected in the table below:


Name	Fixed fee	Attendance fee Board	Audit and Risk committee	Attendance fee Audit and Risk Committee	Remuneration Committee	Attendance fee Remuneration Committee	Corporate Governance and Nomination Committee	Attendance fee Corporate Governance and Nomination Committee	Sustain-ability committee	Attendance fee Sustain-ability Committee	Total
Grace Reksten Skaugen	€160,000	€20,000	€20,000	€20,000	€5,625	€30,000	€6,875	€20,000	€5,000	€25,000	€312,500
Anne-Hélène Monsellato	€15,000	€10,000	€10,000	€5,000	€0	€0	€0	€0	€0	€0	€40,000
Anita Odedra	€30,000	€40,000	€5,000	€10,000	€1,250	€0	€1,250	€10,000	€1,250	€5,000	€103,750
Carl Trowell	€30,000	€40,000	€0	€0	€1,250	€5,000	€1,875	€15,000	€0	€0	€93,125
Steven Smith	€15,000	€10,000	€5,000	€5,000	€1,875	€5,000	€1,250	€5,000	€0	€0	€48,125
Marc Saverys	€45,000	€40,000	€0	€0	€0	€0	€0	€0	€0	€0	€85,000
Patrick De Brabandere	€45,000	€40,000	€30,000	€20,000	€3,750	€20,000	€3,220	€20,000	€0	€0	€181,970
John Fredriksen	€38,641	€10,000	€0	€0	€0	€0	€0	€0	€0	€0	€48,641
Cato Stonex	€38,641	€40,000	€0	€0	€3,220	€10,000	€3,220	€15,000	€0	€0	€110,081
Ole Henrik Bjorge	€38,641	€40,000	€12,880	€20,000	€4,470	€15,000	€3,220	€15,000	€0	€0	€149,211
Julie De Nul	€45,000	€40,000	€0	€0	€4,015	€20,000	€3,750	€15,000	€4,830	€0	€132,595
Catharina Scheers	€6,359	€20,000	€2,120	€5,000	€530	€10,000	€0	€0	€795	€5,000	€49,804
Patrick Molis	€6,359	€20,000	€2,120	€5,000	€0	€0	€795	€10,000	€0	€0	€44,274
Bjarte Boe	€6,359	€20,000	€0	€0	€0	€0	€530	€10,000	€530	€5,000	€42,419
Total	€520,000	€390,000	€87,120	€90,000	€25,985	€115,000	€25,985	€135,000	€12,405	€40,000	€1,441,495

On March 22, 2023, Mrs. Anne-Hélène Monsellato and Mr. Steven Smith were removed by vote of the shareholders from the Supervisory Board.

On May 17, 2023, the membership of Carl Trowell and Anita Odedra were terminated.

On November 22, 2023, the membership of Grace Reksten Skaugen was terminated and the members of the Supervisory Board were changed as mentioned in Item 6.A of this annual report.

100

B.2. Compensation of the Management Board Members

Remuneration of Management Board Members for the previous financial year


Name	Position	Fixed remuneration			One-year variable remuneration (1)	Extra ordinary items (2)	Pension	Total Remuneration	Proportion of fixed remuneration	Proportion of variable remuneration
		Base Remuneration	Director Fees	Fringe benefits
De Stoop Hugo, represented by HECHO Management	CEO	€314,496	€292,000	€17,142	€662,250			€1,285,888	48.50%	51.50%
Staring Alex, represented by AST Projects	COO	€255,732	€295,000	€0	€513,906			€1,064,638	51.73%	48.27%
Verbeeck Egied, represented by ECHINUS BV	General Counsel	€219,960	€180,000	€17,142	€430,463			€847,565	49.21%	50.79%
Logghe Lieve, represented by TINCC BV	CFO	€372,500	€90,000	€0	€463,575	€627,600		€1,553,675	70.16%	29.84%
Gallagher Brian	IR Manager	£190,000	£0	£0	£133,921		£7,917	£331,838	59.64%	40.36%
Bourboulis Stamatis	GM Hellas	€233,010	€0	€0	€0	€182,000	€18,281	€433,291	100.00%	—%

(1) Only takes into account the remuneration under the STIP, for information in respect of remuneration under the Company's Long Term Incentive Plans (LTIPs) please refer to table under Item 6. E. Share Ownership.

(2) Amounts related to Mr. Bourboulis's retirement compensation as per Greek law and Ms. Logghe's signing bonus.

101

Remuneration of Management Board Members for the reported financial year


Name	Position	Fixed remuneration			One-year variable remuneration (1)	Extra ordinary items	Pension	Total Remuneration	Proportion of fixed remuneration	Proportion of variable remuneration
		Base Remuneration	Director Fees	Fringe benefits
De Stoop Hugo, represented by HECHO Management	former CEO	€140,589.6	€292,000	€17,893	€662,250	€1,690,000		€2,802,732.6	16.07%	83.93%
Staring Alex, represented by AST Projects	COO	€290,152	€295,000	€0	€513,906	€1,361,483		€2,460,541	23.78%	76.22%
Verbeeck Egied, represented by ECHINUS BV	Former General Counsel	€140,810	€180,000	€13,420	€430,463	€500,000		€1,264,693	26.43%	73.57%
Logghe Lieve, represented by TINCC BV	CFO and CEO ad interim	€478,481	€90,000	€0	€463,575	€927,986		€1,960,042	29%	70.66%
Gallagher Brian represented by BG-IR LIMITED	IR Manager	£201,869.96	£0	£0	£133,921	£324,070	£20,500	£680,361	29.67%	70.33%
Malliaros Michail represented by PYXIS Management Services PTE.LTD.	GM Hellas	€157,500	€0	€0	€78,394			€235,894	66.77%	33.23%
De Grieze Thierry represented by THREECEES BV	CPO	€100,000	€0	€0	TBC	€480,000		€580,000	17.24%	82.76%
Lemlijn Sofie represented by ALISS BV	General Counsel	€138,259	€80,000	€0	TBC			€218259	100%	0%

(2) Termination fees are captivated as Extra ordinary items

As of November 22.20223 the members of the Management Board changed. The remuneration for the remaining reported financial year (December) is shown in the table below.

102

Remuneration of the new Management Board for the reported financial year


Name	Position	Fixed remuneration			One-year variable remuneration (1)	Extra ordinary items	Pension	Total Remuneration	Proportion of fixed remuneration	Proportion of variable remuneration
		Base Remuneration	Director Fees	Fringe benefits
Alexander Saverys represented by Hof ter Polder BV	CEO	€20.833	€0	€0				€20.833	100%	0%
Ludovic Saverys represented by Succavest NV	CFO	€20.833	€0	€0				€20.833	100%	0%
Michael Saverys represented by Gemadi BV	Chief Chartering Officer	€20.833	€0	€0				€20.833	100%	0%
Maxime Van Eecke represented by Mavecom CommV	Chief Commercial Officer	€20.833	€0	€0				€20.833	100%	0%
Benoit Timmermans represented by Blacksquare BV	Chief Strategy Officer	€20.833	€0	€0				€20.833	100%	0%

103

C. Board Practices

Effective as of February 20, 2020, Euronav's governance structure was revised to adopt a two tier governance model. As of February 20, 2020, the body formerly known as the Board of Directors was converted into a Supervisory Board and the former Executive Committee ceased to exist and was replaced by the existing Management Board, in accordance with relevant provisions of the Belgian Code of Companies and Associations. For the date of expiration of the current term of office of each member of our Supervisory Board, please see "Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management."

Our Supervisory Board currently consists of six members, three of which are considered "independent" under Rule 10A-3 promulgated under the Exchange Act and under the rules and regulations of the NYSE: Ms. De Nul, Mr. Molis and Ms. Scheers.

Our Supervisory Board has established the following committees, and may, in the future, establish such other committees as it determines from time to time:

Audit and Risk Committee

Our Audit and Risk Committee consists of three members (all three members of whom are independent under the Exchange Act and NYSE rules and regulations): Mr. De Brabandere, as Chair, Ms. Scheers and Mr. Molis. Our Audit and Risk Committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the Audit and Risk Committee advises the Supervisory Board in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Supervisory Board has determined that Mr. De Brabandere qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.

Corporate Governance and Nomination Committee

Our Corporate Governance and Nomination Committee consists of three members: Mr. Molis, as Chair, Ms. De Nul, and Mr. Bøe. Our Corporate Governance and Nomination Committee is responsible for evaluating and making recommendations regarding the size, composition and independence of the Supervisory Board and the Management Board, including the recommendation of new Supervisory Board members and the appointment of new Management Board members.

Remuneration Committee

Our Remuneration Committee consists of three members: Ms. De Nul, as Chair, Mr. De Brabandere, and Ms. Scheers. Our remuneration committee is responsible for assisting and advising the Supervisory Board on determining compensation of its members, members of the Management Board and other employees and administering our compensation programs.

Sustainability Committee

Our Sustainability Committee consists of five members: Ms. Scheers, as Chair, Mr. Bøe, Mr Alexander Saverys, Mr. Ludovic Saverys and Mr. Timmermans. The Sustainability Committee is an advisory body to the Supervisory Board. The main role of the Sustainability Committee is to assist and advise the Supervisory Board in monitoring the performance as well as key risks and opportunities that the Company faces in relation to environmental, social and climate matters. In this respect the Sustainability Committee will oversee the Company's conduct and performance on ESG matters as well as its reporting thereon, in order to inform the Supervisory Board and make recommendations it deems appropriate on any area within its remit where action or improvement is needed.

D. Employees

As of December 31, 2023, we employed approximately 3,216 (2022: 2,946 and 2021: 3,147) people, of which:

•approximately 216 onshore employees (2022: 198 and 2021: 193) based in our offices in Greece, Belgium, United Kingdom, France, Switzerland, Hong Kong, Geneva, and Singapore, and

•approximately 3,000 seagoing officers and crew (2022: 2,752 and 2021:2,954).

Some of our employees are represented by collective bargaining agreements. As part of our obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss certain employees.

104

In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance.

We consider our relationships with the various unions as satisfactory. As of the date of this annual report, there are no ongoing salary negotiations or material outstanding issues.

E. Share Ownership

The ordinary shares beneficially owned by the members of the Supervisory Board and Management Board and senior managers are disclosed in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders."

105

Equity Incentive Plan

Name of director

The main conditions of share plans

Information regarding the reported financial year

Position

opening balance

during the year

Closing balance

Specification of plan

Performance period (1)

Award date

Vesting date

End of retention period

Shares held at the beginning of the year

Shares awarded
a) total number granted
b) value @ grant date

Shares vested
a) total number vested
b) value @ vest date

Shares subject to a performance condition

Shares awarded and unvested

Shares subject to a retention period

De Stoop Hugo, represented by HECHO Management

Former CEO

LTIP 2020

01/04/2020 - 01/04/2023

1/4/2020

1/4/2023

N/A

48,856

a) 29,818

b)439368€

LTIP 2021

01/04/2021 - 01/04/2024

1/4/2021

1/4/2024

N/A

65,355

a) 49,000

(3)

b)767951€

LTIP 2022

01/04/2022 - 01/04/2025

1/4/2022

1/4/2025

N/A

71,003

a) 53,252

(3)

b)874102€

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 53,247

(3)

b)784861€

b)883900€

Staring Alex, represented by AST Projects

Former COO

LTIP 2020

01/04/2020 - 01/04/2023

1/4/2020

1/4/2023

N/A

28,434

a) 17,354

b)255711€

LTIP 2021

01/04/2021 - 01/04/2024

1/4/2021

1/4/2024

N/A

38,037

a) 28,518

(3)

b)473399€

LTIP 2022

01/04/2022 - 01/04/2025

1/4/2022

1/4/2025

N/A

27,549

a) 20,662

(3)

b)342989€

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 20,660

(3)

b)304528€

b)342956€

106

Name of director

The main conditions of share plans

Information regarding the reported financial year

Position

opening balance

during the year

Closing balance

Specification of plan

Performance period (1)

Award date

Vesting date

End of retention period

Shares held at the beginning of the year

Shares awarded
a) total number granted
b) value @ grant date

Shares vested
a) total number vested
b) value @ vest date

Shares subject to a performance condition

Shares awarded and unvested

Shares subject to a retention period

Verbeeck Egied, represented by ECHINUS BV

Former General Counsel

LTIP 2020

01/04/2020 - 01/04/2023

1/4/2020

1/4/2023

N/A

15,878

a) 9,691

b)142797€

LTIP 2021

01/04/2021 - 01/04/2024

1/4/2021

1/4/2024

N/A

21,240

a) 8,151

(3)

b)124058€

LTIP 2022

01/04/2022 - 01/04/2025

1/4/2022

1/4/2025

N/A

15,384

a) 0

(3)

b)0€

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 13,844

a)0

(3)

b)204061€

b)0€

Logghe Lieve, represented by TINCC BV

Former CFO

LTIP 2020

01/04/2020 - 01/04/2023

1/4/2020

1/4/2023

N/A

34,199

a) 20,873

b)307564€

LTIP 2021

01/04/2021 - 01/04/2024

1/4/2021

1/4/2024

N/A

45,749

a) 34,300

(3)

b)569380€

LTIP 2022

01/04/2022 - 01/04/2025

1/4/2022

1/4/2025

N/A

33,135

a) 24,852

(3)

b)412543€

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 2,4849

a) 24,849

(3)

b)366274€

b)412493€

107

Name of director

The main conditions of share plans

Information regarding the reported financial year

Position

opening balance

during the year

Closing balance

Specification of plan

Performance period (1)

Award date

Vesting date

End of retention period

Shares held at the beginning of the year

Shares awarded
a) total number granted
b) value @ grant date

Shares vested
a) total number vested
b) value @ vest date

Shares subject to a performance condition

Shares awarded and unvested

Shares subject to a retention period

Gallagher Brian, represented by BG-IR Limited

Former Head of Investor Relations & Communication

LTIP 2020

01/04/2020 - 01/04/2023

1/4/2020

1/4/2023

N/A

6,267

a) 3,825

b)56361€

LTIP 2021

01/04/2021 - 01/04/2024

1/4/2021

1/4/2024

N/A

8,614

a) 6,458

(3)

b)107203€

LTIP 2022

01/04/2022 - 01/04/2025

1/4/2022

1/4/2025

N/A

15,951

a) 11,963

(3)

b)198586€

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 10,463

(3)

b)154172€

b)173686€

Bourboulis Stamatis

Former General Manager Hellas

LTIP 2020

01/04/2020 - 01/04/2023

1/4/2020

1/4/2023

N/A

10,758

a) 6,566

b)96750€

LTIP 2021

01/04/2021 - 01/04/2024

1/4/2021

1/4/2024

N/A

14,391

a) 5,102

(3)

b)84693€

LTIP 2022

01/04/2022 - 01/04/2025

1/4/2022

1/4/2025

N/A

N/A (2)

(3)

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

N/A (2)

(3)

Sofie Lemlijn

Former General Counsel

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 2,837

(3)

b)41803€

b)47094€

Thierry De Grieze

Former CPO

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 3,360

(3)

b)49510€

b)55776€

108

Name of director

The main conditions of share plans

Information regarding the reported financial year

Position

opening balance

during the year

Closing balance

Specification of plan

Performance period (1)

Award date

Vesting date

End of retention period

Shares held at the beginning of the year

Shares awarded
a) total number granted
b) value @ grant date

Shares vested
a) total number vested
b) value @ vest date

Shares subject to a performance condition

Shares awarded and unvested

Shares subject to a retention period

Michael Malliaros

Former General Manager Hellas

LTIP 2023

01/04/2023 - 01/04/2026

1/4/2023

1/4/2026

N/A

a) 4,664

(3)

b)68724€

b)77422€

(1) validity of the plan

(2) retired in the course of 2022

(3) plan extinguished to change of control in 2023

2021 Long Term Incentive Plan

On March 25, 2022 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a LTIP Grant composed out of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) Share for free upon vesting of the RSU.

The maximum value at grant:

•In the case of the CEO and CFO is 100% of absolute base salary; and

•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.

The vesting is subject for:

•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and

•25% to an absolute Total Shareholder Return of the Company's Shares measured each year for 1/3 of 25% of the award.

Due to the change of control of November 23, 2023, the change of control clause included in this plan was triggered . This resulted in the total vesting of RSU's as per below table.


	Restricted Stock Units Granted	Restricted Stock Units Vested
Former CEO	65,355	49,000
Former COO	38,037	28,518
Former General Counsel	21,240	8,151
Former CFO	45,749	34,300
Former Head of Investor Relations	8,614	6,458
Former General Manager Hellas	14,391	5,102

2022 Long Term Incentive Plan

The maximum value at grant:

•In the case of the CEO and CFO is 100% of absolute base salary; and

•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.

109

The vesting is subject for:

•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and

•25% to an absolute Total Shareholder Return of the Company's Shares measured each year for 1/3 of 25% of the award.

Due to the change of control of November 23, 2023, the change of control clause included in this plan was triggered . This resulted in the total vesting of RSU's as per below table.


	Restricted Stock Units Granted	Restricted Stock Units Vested
Former CEO	71,003	53,252
Former COO	27,549	20,662
Former General Counsel	15,384	—
Former CFO	33,135	24,852
Former Head of Investor Relations	15,951	11,963

2023 Long Term Incentive Plan

On March 23, 2023 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a LTIP Grant composed out of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) Share for free upon vesting of the RSU.

The maximum value at grant:

•In the case of the CEO and CFO is 100% of absolute base salary; and

•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.

The vesting is subject for:

•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and

•25% to an absolute Total Shareholder Return of the Company's Shares measured each year for 1/3 of 25% of the award.


	Restricted Stock Units Granted	Restricted Stock Units Vested
Former CEO	53,247	53,247
Former COO	20,660	20,660
Former General Counsel	13,844	—
Former CFO	24,849	24,849
Former Head of Investor Relations	10,463	10,463
General Counsel	2,837	2,837
Former CPO	3,360	3,360
General Manager Hellas	4,664	4,664

F. DISCLOSURE OF A REGISTRANT'S ACTION TO RECOVER ERRONEOUSLY AWARDED

COMPENSATION.

Not applicable

110

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A. Major shareholders

The following table sets forth information regarding beneficial ownership of our ordinary shares of which we are aware as of April 1, 2024.


Shareholder	Number	Percentage (1)
CMB NV	177,147,299	80.51	%
Saverco NV	24,400	0.01	%
Euronav (treasury shares)	25,544,107	11.61	%
Other	17,308,907	7.87	%

(1)Calculated based on 220,024,713 ordinary shares outstanding as of April 1, 2024 (of which the Company holds 25,544,107 ordinary shares in treasury).

In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details can be found on the website of the FSMA: https://www.fsma.be/en/shareholding-structure-0. The information contained on this website does not form a part of this annual report.

To our knowledge, we are neither directly nor indirectly owned nor controlled by any other corporation, by any government or by any other natural or legal person severally or jointly. Pursuant to Belgian law and our organizational documents, to the extent that we may have major shareholders at any time, we may not give them different voting rights from any of our other shareholders.

As of the date of this report, to our knowledge, there are no arrangements which may at a subsequent date result in a change in control of our Company.

B. Related party transactions

See also "Note 23 - Related parties."

Equity Incentive Plans and Ordinary Shares Issued Thereunder

See "Item 6.A Directors, Senior Management and Employees - E.Share Ownership - Equity Incentive Plans."

Guarantees

For a description of our guarantees, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Guarantees" and our consolidated financial statements included herein.

111

Properties

Euronav (UK) Agencies Limited leases office space in London from Pret à Manger (Europe) Limited, pursuant to a lease agreement dated March 7, 2023. This lease expires on July 8, 2025.

Both Euronav NV and Euronav Ship Management SAS (Antwerp Branch) lease office space in Antwerp from MCA Facilities NV, a 100% subsidiary of CMB NV, pursuant to a lease agreement dated September 1, 2021. This lease expires on September 1, 2024.

Commercial agreements

Since December 2019, Euronav NV entered into several supply agreements with CMB NV to supply Residual Marine Fuel Oil (RMG380) with a maximum of 0.5% sulfur in Linggi, Malaysia. Since July 2020, similar supply agreements were also agreed with Bocimar Hong Kong Ltd and Bocimar International NV. The fuel is sold on exchange where CMB NV, Bocimar Hong Kong Ltd and Bocimar International NV return the purchased fuel back to Euronav NV in other markets. The exchange is set to match volume and dollar amounts where any differences are settled at the end of the quarter.

C. Interests of experts and counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See "Item 18. Financial Statements."

Legal Proceedings

The Group is currently involved in four litigations. If applicable, the necessary provisions related to legal and arbitration proceedings are recorded in accordance with the accounting policy as described in Note 1.17.

The first claim relates to the Suezmax vessel Sienna. The claim was submitted on January 15, 2021 by Unicredit Bank in London with the High Court of Justice of England and Wales. The claim relates to an alleged misdelivery of 101,809 metric tons of low sulfur fuel oil that was transported by the Suezmax vessel Sienna. The charterer, Gulf Petrochem FZC, a company of GP Global, instructed the vessel to discharge the cargo at Sohar without presentation of the bill of lading but against a letter of indemnification issued by the charterer as is customary practice in the crude oil shipping industry. Unicredit bank, who had financed the cargo for an amount of $26,367,200 and allegedly had become the holder of the bill of lading, was not repaid in accordance with the financing arrangements agreed with Gulf Petrochem FZC. As alleged holder of the bill of lading, Unicredit Bank was claiming that amount of $26,367,200 together with interest from Euronav NV. The case went to Trial in London in March 2022 and judgement was handed down in April 2022. Euronav were successful in defending the claims in first instance and in appeal. The Supreme Court refused further appeal, the case is hereby closed.

The second claim relates to advisory services provided by RMK Maritime (RMK). RMK have commenced legal proceedings in the London High Court against Euronav seeking US$12,993,720 in damages in relation to unpaid advisory services provided by RMK to Euronav concerning its merger with Gener8 in 2016 and 2017. RMK are trying to argue that they are entitled to additional compensation beyond the sums they agreed to accept in a written Advisory Agreement. RMK issued the legal proceedings on September 30, 2022, Euronav's Defense was served on December 29, 2022 and RMK's Reply was due on February 16, 2023, but no reply was served. On May 5, 2023, a case management conference (CMC) hearing is scheduled. The case is developing and witness statements are being exchanged, due May 31, 2024.

The third claim relates to the vessel Oceania. Euronav Shipping NV, owner of floating storage vessel Oceania entered a storage contract with Silk Straits.SDN BHD ("Silk Straits"). Pursuant to a back-to-back agreement, Silk Straits has sublet some cargo tanks to Black Swan Petroleum DMCC ("Black Swan"). Black Swan loaded a cargo, purportedly being of Iraqi origin ("the Oil"), using MT Abyss. Euronav received notice from UANI that the Oil was alleged from Iranian origin and therefore in breach of US sanctions. Euronav cooperated with the Department of Justice of the US ("DOJ") which resulted in the delivery of the Oil to the US. Black Swan started proceedings against Euronav in Malaysia for misdelivery. As security, they arrested Oceania and to release the vessel, Euronav has posted a cash security (US$ 45,711,840) with the Malaysian Court. Euronav started arbitration proceedings against Black Swan in London. Euronav has also commenced arbitration proceedings against Silk Straits. The proceedings are at an early stage and therefore management decided no provision is to be recognized for now.

112

The fourth claim relates to the deal concluded with Frontline. A writ of summons before the Commercial Court of Antwerp on behalf of CMB NV was served on 8 April 2024. An identical summons was served on Euronav NV on the same day. The various entities involved on the Frontline side are also being sued. The preliminary hearing will take place on Tuesday 4 June. The claim of FourWorld and cts. runs more or less parallel with FourWorld's claim before the Labor Court in Brussels, namely the disposal of 3 decisions: the sale of 24 tankers by Euronav to Frontline, the termination of the arbitration procedure between Euronav and Frontline and the take-over of CMB.TECH by Euronav. Damages are provisionally estimated at one EUR pending a final budget. We estimate the merits of FourWorld's claim to be low and rather regard their claims as nuisance. This claim before the Antwerp Commercial 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 Labor Court of the Brussels Court of Appeal in Belgium. In March, the courts both in Belgium and the US rejected all FourWorld's requests to suspend CMB NV's mandatory offer. Consequently, no further proceedings are pending in New York. Before the Labor Court in Brussels, the case on the merits is still pending. The action there basically seeks the same effect as the new proceedings in Antwerp.

We are not involved in any other legal proceedings which we believe may have, or have had, a significant effect on our business, financial position and results of operations or liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Any such claims, even if lacking merit, could result in the expenditure of managerial resources and materially adversely affect our business, financial condition and results of operations.

Capital Allocation Policy and Dividend Policy

Our Supervisory Board may from time to time, declare and pay cash distributions in accordance with our Coordinated Articles of Association and applicable Belgian law. The declaration and payment of distributions, if any, will always be subject to the approval of either our Supervisory Board (in the case of "interim dividends") or of the shareholders (in the case of "regular dividends" (intermediary dividends) or "repayment of share premium".

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

As part of the distribution policy the Company, the dividend calculation will not include capital gains (reserved for fleet renewal) and deferred tax assets or liabilities but will include capital losses while the policy will at all times be subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. Supervisory Board believes that this approach has the flexibility to manage the Company through the cycle, retaining sufficient capital for fleet renewal whilst simultaneously rewarding shareholders.

Our Supervisory Board will continue to assess the declaration and payment of distributions upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of distributions to shareholders and other factors. We may stop paying distributions at any time and cannot assure you that we will pay any distributions in the future or of the amount of such distributions. For instance, we did not declare or pay any dividends from 2010 until 2014.

In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Our credit facilities also contain restrictions and undertakings which may limit our and our subsidiaries' ability to declare and pay dividends (for instance, with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full). Please see "Item 5. Operating and Financial Review and Prospects" for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Coordinated Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see "Item 10. Additional Information—E. Taxation."

113

B. Significant Changes

Please see Note 28 - Subsequent Events to our Audited Consolidated Financial Statements included herein.

ITEM 9. OFFER AND THE LISTING

A. Offer and Listing Details.

Our share capital consists of ordinary shares issued without par value. Under Belgian law, shares without par value are deemed to have a "nominal" value equal to the total amount of share capital divided by the number of shares. As of April 1, 2024, our issued (and fully paid up) share capital was $239,147,505.82 which is represented by 220,024,713 ordinary shares with no par value. The fractional value of our ordinary shares is $1.086912 per share.

Our ordinary shares have traded on Euronext Brussels, since December 1, 2004 and on the NYSE since January 23, 2015, under the symbol "EURN". We maintain the Belgian Register and, for the purposes of trading our shares on the NYSE, the U.S. Register.

All shares on Euronext Brussels trade in euros, and all shares on the NYSE trade in U.S. dollars.

B. Plan of Distribution

Not applicable

C. Markets.

Our ordinary shares trade on the NYSE and Euronext Brussels under the symbol "EURN".

For a discussion of our ordinary shares which are listed and eligible for trading on the NYSE and Euronext Brussels, please see "Item 10. Additional Information — B. Memorandum and Coordinated Articles of Association — Share Register."

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

114

ITEM 10. ADDITIONAL INFORMATION

A.Share capital.

Not applicable.

B. Memorandum and Coordinated Articles of Association

We are a public limited liability company incorporated in the form of a naamloze vennootschap / société anonyme under Belgian law (Register of Legal Entities number 0860.402.767 (Antwerpen)).

The following is a description of the material terms of our current Coordinated Articles of Association (CAA) (amended as of November 10, 2021). Because the following is a summary, it does not contain all information that you may find useful. For more complete information, you should read our CAA which are filed as Exhibit 1.1 to this annual report.

Purpose

Our objectives are set forth in Section I, Article 3 of our Coordinated Articles of Association. Our purpose, as stated therein, is to engage in operations related to maritime transport and shipowning, particularly the chartering in and out, the acquisition and sale of ships, and the opening and operation of regular shipping lines, but is not restricted to these activities.

Ordinary Shares

Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Each share represents an identical fraction of the share capital and is either in registered or dematerialized form.

Share Register

Our Belgian Shares are reflected in the Belgian Register, that is maintained by Euroclear Belgium. The Belgian Shares have ISIN BE0003816338. Only these shares, which are reflected in the Belgian Register, may be traded on Euronext Brussels.

Our U.S. Shares are reflected in our U.S. Register that is maintained by Computershare. The U.S. Shares have CUSIP B38564 108. Only these shares, which are reflected in the U.S. Register, may be traded on the NYSE.

For Belgian Shares, including shares that were either acquired on Euronext Brussels or prior to our initial public offering, to be traded on the NYSE and for U.S. Shares to be traded on Euronext Brussels, shareholders must reposition their shares to the appropriate component of our share register (the U.S. Register for listing and trading on the NYSE and the Belgian Register for listing and trading on Euronext Belgium). As part of the repositioning procedure, the shares to be repositioned would be debited from the Belgian Register or the U.S. Register, as applicable, and canceled from the holder's securities account, and simultaneously credited to the relevant register (the Belgian Register for shares to be eligible for listing and trading on Euronext Brussels and the U.S. Register for shares to be eligible for listing and trading on the NYSE) and deposited in the holder's securities account. The repositioning procedure is normally completed within three trading days, but may take longer and the Company cannot guarantee the timing. The Company may suspend the repositioning of shares for periods of time, which we refer to as "freeze periods" for certain corporate events, including the payment of dividends or shareholder meetings. In such cases, the Company plans to inform its shareholders about such freeze periods on its website.

Please see the Company's website www.euronav.com for instructions on how to reposition your shares to be eligible for trading on either the NYSE or Euronext Brussels. The information contained on our website does not form a part of this annual report.

Dividend Rights

For a summary of our dividend policy and legal basis for dividends under Belgian law, see "Item 8: Financial Information – Capital Allocation Policy and Dividend Policy ".

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Liquidation Rights

In the event of the dissolution and liquidation of the Company, the assets remaining after payment of all debts, liquidation expenses and taxes shall be distributed to the holders of our ordinary shares, each receiving a sum proportional to the number of our shares held by them, subject to prior liquidation rights of any preferred stock that may be outstanding.

Directors

Prior to February 20, 2020, before implementation of the Belgian Code of Companies and Associations (CCA), the Board of Directors was the ultimate decision-making body of the Company, with the exception of the matters reserved to the Shareholders' Meeting as provided by law or the Articles of Association.

On February 20, 2020 the extraordinary shareholders meeting implemented the CCA and adopted new Articles of Association including a two-tier governance model, comprising a Supervisory Board and a Management Board. The powers of the Supervisory Board are those outlined in article 7:109 of the CCA. A copy of our current Coordinated Articles of Association can be consulted at Exhibit 1.1. to our annual report on Form 20-F filed with the SEC on April 15, 2021.

Our Coordinated Articles of Association (CAA) provide that our Supervisory Board shall consist of at least five and maximum ten members. Our Supervisory Board currently consists of seven members. The CAA provide that the members of the Supervisory Board remain in office for a period not exceeding four years and are eligible for re-election. The term of a member of the Supervisory Board comes to an end immediately after the annual shareholders' meeting of the last year of his term. Members of the Supervisory Board can be dismissed at any time by the vote of a majority of our shareholders. Each year, there may be one or more directors who have reached the end of their current term of office and may be reappointed.

Belgian law does not regulate specifically the ability of directors to borrow money from the Company. Our Corporate Governance Charter provides that as a matter of principle, no loans or advances will be granted to any director (except for routine advances for business-related expenses in accordance with our rules for reimbursement of expenses).

Article 7:115 of the CCA provides that if one of our Supervisory Board members directly or indirectly has a personal financial interest that conflicts with a decision or transaction that falls within the authority of the Supervisory Board, the conflicted member shall inform the other members of such conflict before the Supervisory Board has decided on the relevant matter. The statutory auditor must also be notified. The conflicted member's statement and explanation as to the nature of the conflict of interest shall be included in the meeting minutes enacting the decision on the relevant matter and shall be disclosed in accordance within article 7:115 of the CCA. The Supervisory Board shall deliberate and decide on the relevant matter without participation of the conflicted member(s). The Supervisory Board may not delegate this decision. If all members of the Supervisory Board have such conflict of interest, the relevant matter is referred to by the Supervisory Board to a general meeting of shareholders. If the General Meeting approves the relevant decision or transaction is approved at such general meeting, the Supervisory Board is authorized to execute same.

Shareholder Meetings

The annual general shareholders' meeting is generally held annually on the third Thursday of May at 10:30 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.

The Supervisory Board or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders' meeting at any time if the interests of the Company so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a tenth of our share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders' meeting is given.

A shareholder only has the right to be admitted to and to vote at the general shareholders' meeting on the basis of the registration of the shares on the fourteenth calendar day at 12 p.m. (Belgian time) preceding the date of the meeting, the day of the meeting not included, or such fourteenth calendar day the "Record Date", either by registration in the Company's register of registered shares, either by their registration in the accounts of an authorized custody account keeper or clearing institution, regardless of the number of shares owned by the shareholder on the day of the general shareholders' meeting.

The shareholder must notify the Company or a designated person of its intention to take part in the general shareholders' meeting at the sixth calendar day preceding the date of the meeting, the day of the meeting not included, in the way mentioned in the convening notice.

The financial intermediary of the authorized custody account keeper or clearing institution delivers a certificate to the shareholders of dematerialized shares which are tradable on Euronext Brussels stating the number of dematerialized shares

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which are registered in the name of the shareholder on its accounts at the Record Date and with which the shareholder intends to take part in the general shareholders' meeting.

A shareholder of shares which are tradable on the New York Stock Exchange only has the right to be admitted to and vote at a general meeting of shareholders if such shareholder complies with the conditions and formalities set out in the convening notice, as decided upon by the Supervisory Board in compliance with all applicable legal provisions.

The convening notice for each general shareholders' meeting shall be disclosed to our shareholders in compliance with all applicable legal terms and provisions, including www.euronav.com

In general, there is no quorum requirement for the general shareholders' meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.

Preferential Subscription Rights

In the event of a share capital increase for cash by way of the issue of new shares, or in the event of an issue of convertible bonds or warrants, our existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants.

In accordance with the provisions of the Belgian Code of Companies and Associations and our Coordinated Articles of Association, the Company, when issuing shares, has the authority to limit or cancel the preferential subscription right of the shareholders in the interest of the Company in respect of such issuance. This limitation or cancellation can be decided upon in favor of one or more particular persons subscribing to that issuance.

When canceling the preferential right of the shareholders, priority may be given to the existing shareholders for the allocation of the newly issued shares.

Disclosure of Major Shareholdings

In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority (FSMA), of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found on the website of the FSMA: https://www.fsma.be/en/shareholding-structure-0. The information contained on this website does not form a part of this annual report.

Purchase and Sales of Our Own Shares

Article 13 of the Articles of Association contains the principle that the Company and its direct and indirect subsidiaries may acquire and sell the Company's own shares under the conditions laid down by law. With respect to the acquisition of the Company's own shares, a prior resolution of the General Meeting is required to authorize the Company to acquire its own shares. Such an authorization was granted by at a special general meeting on June 23, 2021 and remains valid for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the decision taken by such general meeting.

Pursuant to this authorization, the Company may acquire a maximum of ten percent (10%) of the existing shares of the Company at a price per share not exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01. Acquired shares are held in treasury and are not allowed to vote.

Anti-Takeover Effect of Certain Provisions of Our Articles of Association

Our Articles of Association contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Supervisory Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

For example, a shareholder's voting rights can be suspended with respect to ordinary shares that give such shareholder the right to voting rights above 5% (or a multiple of 5%) of the total number of voting rights attached to our ordinary shares on the date of the relevant general shareholder's meeting, unless we and the Belgian Financial Services and Markets Authority

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have been informed at least 20 days prior to the date of the relevant general shareholder's meeting in which the holder wishes to vote.

Limitations on the Right to Own Securities

Neither Belgian law nor our articles of association imposes any general limitation on the right of non-residents or foreign persons to hold our ordinary shares or exercise voting rights on our ordinary shares other than those limitations that would generally apply to all shareholders.

Transfer agent

The registrar and transfer agent for our ordinary shares in the United States is Computershare Trust Company N.A. Our Belgian Register is maintained by Euroclear Belgium.

C. Material contracts.

We have not entered into any material contracts, other than contracts entered into in the ordinary course of business, attached as exhibits hereto or otherwise described herein.

D. Exchange controls.

There are no Belgian exchange control regulations that would affect the import or export of capital, including the availability of cash and cash equivalents for use by the company's group or the remittance of dividends, interest or other payments to nonresident holders of the Company's securities.

See "Item 10. Additional information—E. Taxation" for a discussion of the tax treatment of dividends.

E. Taxation

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership of our ordinary shares. This discussion does not purport to deal with the tax consequences of owning ordinary shares to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the United States dollar, investors that are or own our ordinary shares through partnerships or other pass-through entitles, investors that own, actually or under applicable constructive ownership rules, 10% or more of our ordinary shares, persons that will hold the ordinary shares as part of a hedging transaction, "straddle" (conversion transaction) persons who are deemed to sell the ordinary shares under constructive sale rules, persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an "applicable financial statement," persons subject to the "base erosion and anti-avoidance" tax, and persons who are liable for an alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion deals only with holders who purchase ordinary and hold the ordinary shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the "Company," "we" and "us" are to Euronav NV and its subsidiaries on a consolidated basis.

United States Federal Income Taxation of the Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of

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shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as "U.S.-source shipping income."

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code or an applicable U.S. income tax treaty, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under the U.S.-Belgium income tax treaty, or the US-Belgian Treaty, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if (1) we are resident in Belgium for Belgian income tax purposes and (2) we satisfy one of the tests under the Limitation on Benefits Provision of the Belgian Treaty. We believe that we satisfy the requirements for exemption under the Belgian Treaty for our 2023 taxable year and expect to continue to do so for our future taxable years. Alternatively, we may qualify for exemption under Section 883, as discussed below.

Under Section 883 of the Code and the regulations there under, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1) we are organized in a foreign country, or our country of organization, that grants an "equivalent exemption" to corporations organized in the United States; and

(2) either

(A) more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, which we refer to as the "50% Ownership Test," or

(B) our stock is "primarily and regularly traded on an established securities market" in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test".

Each of the jurisdictions where our ship-owning subsidiaries are incorporated grant an "equivalent exemption" to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

We do not currently anticipate circumstances under which we would be able to satisfy the 50% Ownership Test given the widely held nature of our ordinary shares. Our ability to satisfy the Publicly-Traded Test is discussed below.

Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our ordinary shares are "primarily traded" on the NYSE for this purpose even though the ordinary shares are also listed and traded on Euronext Brussels.

Under the Treasury Regulations, our ordinary shares will be considered to be "regularly traded" on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market which we refer to as the listing threshold. Our ordinary shares are listed on the NYSE and therefore we satisfy the listing requirement.

It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the "trading frequency test"; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding

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during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the "trading volume test". We believe we satisfied the trading frequency and trading volume tests for the 2023 taxable year. Even if this was not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as is the case with our ordinary shares, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be "regularly traded" on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the "5 Percent Override Rule."

For purposes of being able to determine the persons who own 5% or more of our stock (5% Shareholders) the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our ordinary shares. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.

In the event the 5 Percent Override Rule is triggered, the Treasury Regulations provide that the 5 Percent Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year.

We believe that we and each of our subsidiaries qualify for exemption under Section 883 of the Code for our 2023 taxable year. We also expect that we and each of our subsidiaries will qualify for this exemption for our subsequent taxable years. However, there can be no assurance in this regard. For example, if our 5% Stockholders own 50% or more of our ordinary shares, we would be subject to the 5% Override Rule unless we can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are qualified stockholders for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Stockholders that are qualified stockholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified stockholders. These requirements are onerous and there is no assurance that we will be able to satisfy them.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the "4% gross basis tax regime". Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at a rate of 21%. In addition, we may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S.-source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:

•We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•Substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

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We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Federal Income Taxation of U.S. Holders

As used herein, the term "U.S. Holder" means a beneficial owner of ordinary shares that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our ordinary shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income (qualified dividend income) as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in the holder's ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on our ordinary shares to a U.S. Holder who is an individual, trust or estate (a "U.S. Non-Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such U.S. Non-Corporate Holders at preferential tax rates provided that (1) either we qualify for the benefits of the Belgian Treaty (which we expect to be the case) or the ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our ordinary shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the U.S. Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend (and has not entered into certain risk limiting transactions with respect to such ordinary share); and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar related property. There is no assurance that any dividends paid on our ordinary shares will be eligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder.

As discussed below, our dividends may be subject to Belgian withholding taxes. A U.S. Holder may elect to either deduct his share of any foreign taxes paid with respect to our dividends in computing his Federal taxable income or treat such foreign taxes as a credit against U.S. federal income taxes, subject to certain limitations. No deduction for foreign taxes may be claimed by an individual who does not itemize deductions. Dividends paid with respect to our ordinary shares will generally be treated as "passive category income" or, in the case of certain types of U.S. Holders, "general category income" for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. The rules governing foreign tax credits are complex and U.S. Holders are encouraged to consult their tax advisors regarding the applicability of these rules in a U.S. Holder's specific situation.

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Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) Euronav is 50% or more owned, by vote or value, by U.S. persons and (b) at least 10% of Euronav's earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of its dividends would be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of Euronav's earnings and profits from sources within the U.S. for such taxable year divided by the total amount of Euronav's earnings and profits for such taxable year.

The rules related to U.S. foreign tax credits are complex and U.S. holders should consult their tax advisors to determine whether and to what extent a credit would be available.

Special rules may apply to any "extraordinary dividend" generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a U.S. Non-Corporate Holder's adjusted tax basis (or fair market value in certain circumstances) or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) in a share of ordinary shares paid by us. If we pay an "extraordinary dividend" on our ordinary shares that is treated as "qualified dividend income," then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.

Dividends will be generally included in the income of U.S. Holders at the U.S. dollar amount of the dividend (including any non-U.S. taxes withheld therefrom), based upon the exchange rate in effect on the date of the distribution. In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However an individual whose realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip or as an expense for the production of income).

Sale, Exchange or other Disposition of Ordinary shares

Subject to the discussion of passive foreign investment companies below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such shares. The U.S. Holder's initial tax basis in its shares generally will be the U.S. Holder's purchase price for the shares and that tax basis will be reduced (but not below zero) by the amount of any distributions on the shares that are treated as non-taxable returns of capital (as discussed above under "-United States Federal Income Taxation of U.S. Holders-Distributions"). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company

Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:

•At least 75 percent of the corporation's gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

•At least 50 percent of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25 percent of the value of the subsidiary's stock.

Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless the foreign corporation is treated

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under specific rules as deriving its rental income in the active conduct of a trade or business or receiving the rental income from a related party.

Based on our current operations and future projections, we do not believe that we are, nor do we expect to become a PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. We have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or the IRS, on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our ordinary shares, as discussed below.

If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder's ordinary shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our ordinary shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and such U.S. Holder would need to make a separate QEF election for any such subsidiaries. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.

Taxation of U.S. Holders Making a "Mark-to-Market" Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our shares are treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our ordinary shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The "mark-to-market" election will not be available for any of our subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder's adjusted tax basis in the ordinary shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the ordinary shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his ordinary shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. It should be noted that the mark-to-market election would likely not be available for any of our subsidiaries which are treated as PFICs.

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Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (the portion of any distributions received by the Non-Electing Holder on our ordinary shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period before the taxable year for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of our ordinary shares. Under these special rules:

•The excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the ordinary shares;

•The amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

•The amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These rules would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our ordinary shares. If a Non-Electing Holder who is an individual dies while owning our ordinary shares, such holder's successor generally would not receive a step-up in tax basis with respect to such shares.

United States Federal Income Taxation of "Non-U.S. Holders"

A beneficial owner of our ordinary shares that is not a U.S. Holder or an entity treated as a partnership is referred to herein as a "Non-U.S. Holder."

Dividends on Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our ordinary shares, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our ordinary shares, unless:

•The gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States or

•The Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the ordinary shares, including dividends and the gain from the sale, exchange or other disposition of the ordinary shares that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the

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effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30 percent, or at a lower rate as may be specified by an applicable United States income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:

•Fails to provide an accurate taxpayer identification number;

•Is notified by the IRS that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or

•In certain circumstances, fails to comply with applicable certification requirements.

•Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.

If a Non-U.S. Holder sells his ordinary shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his ordinary shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells ordinary shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer's income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our ordinary shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, an individual Non-U.S. Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Belgian Tax Considerations

In the opinion of Monard Law, our Belgian counsel, the following are the material Belgian federal income tax consequences of the acquisition, ownership and disposal of ordinary shares by an investor, but this summary does not purport to address all tax consequences of the ownership and disposal of ordinary shares, and does not take into account the specific circumstances of particular investors, some of which may be subject to special rules, or the tax laws of any country other than Belgium. This summary does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, ordinary shares as a position in a straddle, share-repurchase transactions, conversion transactions, synthetic security or other integrated financial transactions. This summary does not address the tax regime applicable to ordinary shares held by Belgian tax residents through a fixed basis or a permanent establishment situated outside Belgium. In particular, this summary does not address any local taxes that may be due in connection with the ownership and disposal of ordinary shares, other than Belgian local surcharges which generally vary from 0% to 9% of the investor's income tax liability.

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For purposes of this summary, a Belgian resident is:

•an individual subject to Belgian personal income tax, i.e., an individual who is domiciled in Belgium or has his seat of wealth in Belgium or a person assimilated to a resident for purposes of Belgian tax law;

•a company (as defined by Belgian tax law) subject to Belgian corporate income tax, i.e., a corporate entity that has its statutory seat (unless it can be proved that the tax residence of the company is situated in a State other than Belgium), its main establishment, its administrative seat or seat of management in Belgium;

•an Organization for Financing Pensions subject to Belgian corporate income tax, i.e., a Belgian pension fund incorporated in the form of an Organization for Financing Pensions; or

•a legal entity subject to Belgian income tax on legal entities, i.e., a legal entity other than a company subject to Belgian corporate income tax, that has its main establishment, its administrative seat or its seat of management in Belgium.

A non-resident is any person that is not a Belgian resident.

This summary is based on laws, treaties and regulatory interpretations in effect in Belgium on the date of this Form 20-F, all of which are subject to change, including changes that could have retroactive effect. Investors should appreciate that, as a result of evolutions in law or practice, the eventual tax consequences may be different from what is stated below.

Investors should consult their own advisors regarding the tax consequences of the acquisition, ownership and disposal of the ordinary shares in the light of their particular circumstances, including the effect of any state, local or other national laws.

Belgian taxation of dividends on ordinary shares

For Belgian income tax purposes, the gross amount of all benefits paid on or attributed to the ordinary shares is generally treated as a dividend distribution. By way of exception, the repayment of capital carried out in accordance with the Belgian Code of Companies and Associations is not treated as a dividend distribution to the extent that such repayment is imputed to the fiscal capital. This fiscal capital includes, in principle, the actual paid-up statutory share capital and, subject to certain conditions, the paid-up issuance premiums and the contributions made in exchange for the issuance of profit sharing certificates. However, a repayment of capital decided upon by the shareholders' meeting as of January 1, 2018 and which is carried out in accordance with the Belgian Code of Companies and Associations is partly considered to be a dividend distribution, more specifically with respect to the portion that is deemed to be the distribution of the existing taxed reserves (irrespective of whether they are incorporated into the capital) and/or of the tax-free reserves incorporated into the capital. Such portion is determined on the basis of the ratio of the taxed reserves (except for the legal reserve up to the legal minimum and certain unavailable reserves) and the tax-free reserves incorporated into the capital (with a few exceptions) over the aggregate of such reserves and the fiscal capital.

Belgian withholding tax of 30% is normally levied on dividends, subject to such relief as may be available under applicable domestic or tax treaty provisions.

If the Company redeems its own ordinary shares, the redemption gain (i.e., the redemption proceeds after deduction of the portion of fiscal capital represented by the redeemed ordinary shares) will, in principle, be treated as a dividend subject to a Belgian withholding tax of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions. No Belgian withholding tax will be triggered if such redemption is carried out on a stock exchange and meets certain conditions.

In case of liquidation of the Company, the liquidation gain (i.e., the amount distributed in excess of the fiscal capital) will in principle be subject to Belgian withholding tax at a rate of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions.

As mentioned above, any dividends or other distributions made by the Company to shareholders owning its ordinary shares will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, among others, qualifying pension funds or a company qualifying as a parent company in the sense of Council Directive 2011/96/EU dated November 30, 2011 (the "Parent-Subsidiary Directive"), or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply, and shareholders residing in countries other than Belgium are advised to consult their local advisors regarding the tax consequences of dividends or other distributions made by the Company. Shareholders of the Company residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other

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distributions in any country other than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Tax Treaty. The U.S.-Belgium Tax Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Tax Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Tax Treaty. The 5% withholding tax applies in the case where the U.S. shareholder is a company which holds at least 10% of the ordinary shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a U.S. company which has held at least 10% of the ordinary shares in the Company for a period of at least 12 months ending on the date the dividend is declared, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisors to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Tax Treaty.

Belgian resident individuals

For Belgian resident individuals who acquire and hold the ordinary shares as a private investment, the Belgian dividend withholding tax fully discharges their personal income tax liability. They may nevertheless elect to report (the gross amount of) the dividends in their personal income tax return. Where such an individual opts to report them, dividends will normally be taxable at the lower of the generally applicable 30% withholding tax rate on dividends or at the progressive personal income tax rates applicable to the taxpayer's overall declared income (local surcharges will not apply). The first EUR 800 (amount applicable for income year 2023, EUR 833 for income year 2024) of reported ordinary dividend income will be exempt from Belgian tax. This exemption from Belgian tax has to be claimed by each taxpayer via their tax declaration. For the avoidance of doubt, all reported dividends are taken into account to assess whether the said maximum amount is reached. In addition, if the dividends are reported, the Belgian dividend withholding tax levied at source may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the final personal income tax liability by at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of or a capital loss on the ordinary shares. This condition is not applicable if the individual can demonstrate that he has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends.

For Belgian resident individuals who acquire and hold the ordinary shares for professional purposes, the Belgian withholding tax does not fully discharge their income tax liability. Dividends received must be reported by the investor and will, in such case, be taxable at the investor's personal income tax rate with the addition of local surcharges. The Belgian dividend withholding tax levied at source may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the final personal income tax liability by at least EUR 2.50, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if the investor can demonstrate that he has held the full legal ownership of the ordinary shares for an uninterrupted period of twelve months prior to the attribution of the dividends.

Belgian resident companies

Corporate income tax

For Belgian resident companies, the dividend withholding tax does not fully discharge the corporate income tax liability. For such companies, the gross dividend income (including the Belgian withholding tax) must be declared in the corporate income tax return and will be subject to a corporate income tax rate of 25% for assessment year 2025 in relation to financial years starting on or after January 1, 2024, unless the reduced corporate income tax rates apply. Subject to certain conditions, a reduced corporate income tax rate of 20% as of year 2020 (i.e., for financial years starting on or after January 1, 2020) applies for Small and Medium Sized Enterprises (as defined by Article 1:24, §1 to §6 of the Belgian Code of Companies and Associations) on the first EUR 100,000 of taxable profits.

Any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified; and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable (a) if the taxpayer can demonstrate that it has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends; or (b) if, during the said period, the ordinary shares never belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a permanent establishment (PE) in Belgium.

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If the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") which is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

As a general rule, Belgian resident companies can (subject to certain limitations) deduct 100% of gross dividends received from their taxable income (Dividend Received Deduction Regime), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds the ordinary shares representing at least 10% of the share capital of the Company or a participation in the Company with an acquisition value of at least EUR 2,500,000; (2) the ordinary shares have been held or will be held in full ownership for an uninterrupted period of at least one year; and (3) the conditions relating to the taxation of the underlying distributed income, as described in Article 203 of the Belgian Income Tax Code or the "Article 203 ITC Taxation Condition" are met; and (4) the anti-abuse provision contained in Article 203, §1, 7° of the Belgian Income Tax Code is not applicable (together, the "Conditions for the application of the Dividend Received Deduction Regime"). Under certain circumstances the conditions referred to under (1) and (2) do not need to be fulfilled in order for the Dividend Received Deduction Regime to apply.

The Conditions for the application of the Dividend Received Deduction Regime depend on a factual analysis, upon each dividend distribution, and for this reason the availability of this regime should be verified upon each dividend distribution.

Belgian withholding tax

Dividends distributed to a Belgian resident company will be exempt from Belgian withholding tax provided that the Belgian resident company holds, upon payment or attribution of the dividends, at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year.

In order to benefit from this exemption, the Belgian resident company must provide the Company or its paying agent at the latest upon the attribution or the payment of the dividend with a certificate confirming its qualifying status and the fact that it meets the required conditions. If the Belgian resident company holds the required minimum participation for less than one year, at the time the dividends are paid on or attributed to the ordinary shares, the Company will levy the Belgian withholding tax but will not transfer it to the Belgian Treasury provided that the Belgian resident company certifies its qualifying status, the date from which it has held such minimum participation, and its commitment to hold the minimum participation for an uninterrupted period of at least one year.

The Belgian resident company must also inform the Company or its paying agent if the one-year period has expired or if its shareholding will drop below 10% of the share capital of the Company before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the dividend withholding tax which was temporarily withheld will be paid to the Belgian resident company.

Please note that the above described Dividend Received Deduction Regime and the withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless there is evidence to the contrary, that this arrangement or this series of arrangements is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the Parent-Subsidiary Directive in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.

Belgian resident organizations for financing pensions

For organizations for financing pensions or OFPs, i.e., Belgian pension funds incorporated in the form of an OFP ("organismen voor de financiering van pensioenen"/"organismes de financement de pensions") within the meaning of Article 8 of the Belgian Act of October 27, 2006, the dividend income is generally tax exempt.

Subject to certain limitations, any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due.

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Other Belgian resident legal entities subject to Belgian legal entities tax

For taxpayers subject to the Belgian income tax on legal entities, the Belgian dividend withholding tax in principle fully discharges their income tax liability.

Non-resident individuals or non-resident companies

Non-resident income tax

For non-resident individuals and companies, the Belgian dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the ordinary shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian PE.

If the ordinary shares are acquired by a non-resident in connection with a fixed base or a PE in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident personal or corporate income tax rate, as appropriate. Belgian dividend withholding tax levied at source may be credited against non-resident personal or corporate income tax and is reimbursable to the extent that it exceeds the income tax due by at least EUR 2.50, and subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the ordinary shares were held in full legal ownership for an uninterrupted period of twelve months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during the said period, the ordinary shares have not belonged to a taxpayer other than a Belgian resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a Belgian PE.

Non-resident companies whose ordinary shares are invested in a Belgian PE may deduct 100% of the gross dividends received from their taxable income if, at the date the dividends are paid or attributed, the Conditions for the application of the Dividend Received Deduction Regime are met. The application of the Dividend Received Deduction Regime depends, however, on a factual analysis to be made upon each distribution and its availability should be verified upon each dividend distribution.

Dividends distributed to non-resident individuals who do not use the ordinary shares in the exercise of a professional activity may be eligible for the tax exemption with respect to ordinary dividends in an amount of up to EUR 800 (amount applicable for income year 2023 - EUR 833 for income year 2024) per year. For the avoidance of doubt, all dividends paid or attributed to such non-resident individual (and hence not only dividends paid or attributed on the ordinary shares) are taken into account to assess whether the said maximum amount is reached. Consequently, if Belgian withholding tax has been levied on dividends paid or attributed to the ordinary shares, such non-resident individual may request in its Belgian non-resident income tax return that any Belgian withholding tax levied is credited and, as the case may be, reimbursed. However, if no Belgian non-resident income tax return must be filed by the non-resident individual, any Belgian withholding tax levied could in principle be reclaimed by filing a certified, dated and signed written request addressed to the tax official of the Centre for Foreign Taxpayers ("Centrum Buitenland"/"Centre Etrangers"). Such a request must be filed no later than on December 31 of the calendar year following the calendar year in which the relevant dividend(s) have been received, together with an affidavit confirming the non-resident individual status and certain supporting documents.

Belgian dividend withholding tax relief for non-residents

Under Belgian tax law, withholding tax is not due on dividends paid to a foreign pension fund which satisfies the following conditions: (i) it is a non-resident saver in the meaning of Article 227, 3° of the Belgian ITC, which implies that it has separate legal personality and fiscal residence outside of Belgium; (ii) whose corporate purpose consists solely in managing and investing funds collected in order to pay legal or complementary pensions; (iii) whose activity is limited to the investment of funds collected in the exercise of its statutory mission, without any profit making aim; (iv) which is exempt from income tax in its country of residence; and (v) except in specific circumstances, provided that it is not contractually obligated to redistribute the dividends to any ultimate beneficiary of such dividends for whom it would manage the ordinary

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shares, nor obligated to pay a manufactured dividend with respect to the ordinary shares under a securities borrowing transaction. The exemption will only apply if the foreign pension fund provides a certificate confirming that it is the full legal owner or usufruct holder of the ordinary shares and that the above conditions are satisfied. The foreign pension fund must then forward that certificate to the Company or its paying agent.

As mentioned above, if the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen"/"acte juridique ou un ensemble d'actes juridiques") which is not genuine ("kunstmatig"/"non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

Dividends distributed to non-resident qualifying parent companies established in a Member State of the EU or in a country with which Belgium has concluded a double tax treaty that includes a qualifying exchange of information clause will, under certain conditions, be exempt from Belgian withholding tax provided that the ordinary shares held by the non-resident company, upon payment or attribution of the dividends, amount to at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year.

A non-resident company qualifies as a parent company provided that (i) for companies established in a Member State of the EU, it has a legal form as listed in the annex to the EU Parent-Subsidiary Directive, as amended by Directive 2003/123/EC of December 22, 2003, or, for companies established in a country with which Belgium has concluded a qualifying double tax treaty, it has a legal form similar to the ones listed in such annex (provided that, as regards the companies governed by Belgian law, the reference to a "besloten vennootschap met beperkte aansprakelijkheid"/"société privée à responsabilité limitée", a "coöperatieve vennootschap met onbeperkte aansprakelijkheid"/"société cooperative à responsabilité illimitée" and a "gewone commanditaire vennootschap"/"société en commandite simple" should also be understood as a reference to the "besloten vennootschap"/"société à responsabilité limitée", the "coöperatieve vennootschap"/"société cooperative", and the "commanditaire vennootschap"/"société en commandite" respectively); (ii) it is considered to be a tax resident according to the tax laws of the country where it is established and the double tax treaties concluded between such country and third countries; and (iii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime. The Company should also meet the aforementioned conditions in order for the exemption to be applicable.

To benefit from this exemption, the non-resident company must provide the Company or its paying agent at the latest upon the attribution of the dividends with a certificate confirming its qualifying status and the fact that it meets the three aforementioned conditions.

If the non-resident company holds a minimum participation for less than one year at the time the dividends are paid on or attributed to the ordinary shares, the Company must deduct the withholding tax but does not need to transfer it to the Belgian Treasury provided that the non-resident company provides the Company or its paying agent with a certificate confirming, in addition to its qualifying status, the date as of which it has held the ordinary shares, and its commitment to hold the ordinary shares for an uninterrupted period of at least one year. The non-resident company must also inform the Company or its paying agent when the one-year period has expired or if its shareholding drops below 10% of the Company's share capital before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the deducted dividend withholding tax which was temporarily withheld will be paid to the non-resident company.

Please note that the above withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements (‘‘rechtshandeling of geheel van rechtshandelingen''/"acte juridique ou un ensemble d'actes juridiques'') for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless there is evidence to the contrary, that this arrangement or this series of arrangements is not genuine (‘‘kunstmatig''/"non authentique'') and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the Parent-Subsidiary Directive in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality. Pursuant to recent jurisprudence of the European Court of Justice, the withholding tax exemption may even be refused if the receiving Parent Company cannot be considered as the beneficial owner of the dividends.

Dividends distributed by a Belgian company to a non-resident company will be exempt from withholding tax, provided that (i) the non-resident company is established in the European Economic Area or in a country with which Belgium has concluded a tax treaty that includes a qualifying exchange of information clause, (ii) the non-resident company is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime, (iii) the non-resident company does not satisfy the 10% participation threshold but has a participation in the Belgian company

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with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares which are or will be held in full ownership for at least one year without interruption; and (v) the non-resident company has a legal form as listed in the annex to the Parent-Subsidiary Directive, as amended from time to time, or has a legal form similar to the ones listed in such annex (provided that, as regards the companies governed by Belgian law, the reference to a "besloten vennootschap met beperkte aansprakelijkheid"/"société privée à responsabilité limitée", a "coöperatieve vennootschap met onbeperkte aansprakelijkheid"/"société cooperative à responsabilité illimitée" and a "gewone commanditaire vennootschap"/"société en commandite simple" should also be understood as a reference to the "besloten vennootschap"/"société à responsabilité limitée", the "coöperatieve vennootschap"/"société cooperative" and the "commanditaire vennootschap"/"société en commandite" respectively) and that is governed by the laws of another Member State of the EEA, or by the law of a country with which Belgium has concluded a qualifying double tax treaty. This exemption applies to the extent that the withholding tax which would have been due if this exemption did not exist would not be creditable nor reimbursable in the hands of the non-resident company. The Company should also meet conditions (ii) and (v) in order for the exemption to be applicable.

In order to benefit from the exemption of withholding tax, the non-resident company must provide the Company or its paying agent with a certificate confirming (i) it has the above-described legal form, (ii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that deviates from the ordinary domestic tax regime, (iii) it holds a participation of less than 10% in the capital of the Company but with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares in the Company which it has held or will hold in full legal ownership for an uninterrupted period of at least one year, (v) the extent to which it could, in principle, if this exemption did not exist, credit the levied Belgian withholding tax or obtain a reimbursement according to the legal provisions applicable on December 31 of the year preceding the year of the payment or attribution of the dividends, and (vi) its full name, legal form, address and fiscal identification number, if applicable.

Belgian dividend withholding tax is subject to such relief as may be available under applicable double tax treaty provisions. Belgium has concluded double tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 20%, 15%, 10%, 5% or 0% for residents of those countries, depending on conditions related, among other things, to the size of the shareholding and certain identification formalities. Such reduction may be obtained either directly at source or through a refund of taxes withheld in excess of the applicable tax treaty rate. A claim for reimbursement of amounts withheld in excess of the rate defined by the double tax treaty (Form 276 Div-Aut) can be filed with the Centre for Foreign Taxpayers.

Prospective holders should consult their own tax advisors to determine whether they qualify for a reduction in withholding tax upon payment or attribution of dividends, and, if so, to understand the procedural requirements for obtaining a reduced withholding tax upon the payment of dividends or for making claims for reimbursement.

Belgian taxation of capital gains and losses on ordinary shares

Belgian resident individuals

In principle, Belgian resident individuals acquiring the ordinary shares as a private investment should not be subject to Belgian capital gains tax on a later disposal of the ordinary shares, and capital losses will not be tax deductible.

Capital gains realized by a Belgian resident individual are however taxable at 33% (plus local surcharges), unless the capital gain on the ordinary shares is deemed to be realized within the scope of the normal management of private estate. Only the net capital gain will be taxed. Capital losses are, however, not tax deductible. Moreover, capital gains realized by Belgian resident individuals on the disposal of the ordinary shares to a non-resident company (or body constituted in a similar legal form), to a foreign State (or one of its political subdivisions or local authorities) or to a non-resident legal entity, in each case established outside the European Economic Area, are in principle taxable at a rate of 16.5% (plus local surcharges) if, at any time during the five years preceding the sale, the Belgian resident individual has owned, directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in the Company (i.e., a shareholding of more than 25% in the Company). Capital losses arising from such transactions are, however, not tax deductible.

Capital gains realized by Belgian resident individuals in case of redemption of the ordinary shares or in case of liquidation of the Company will generally be taxable as a dividend.

Belgian resident individuals who hold the ordinary shares for professional purposes are taxable at the ordinary progressive personal income tax rates (plus local surcharges) on any capital gains realized upon the disposal of the ordinary shares, except for the ordinary shares held for more than five years, which are taxable at a separate rate of, in principle, 10% (capital gains realized in the framework of the cessation of activities under certain circumstances) or 16.5% (other occasions), both plus local surcharges. Capital losses on the ordinary shares incurred by Belgian resident individuals who hold the ordinary shares for professional purposes are in principle tax deductible.

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Belgian resident companies

Belgian resident companies are normally not subject to Belgian capital gains taxation on gains realized upon the disposal of the ordinary shares provided that the Conditions for the application of the Dividend Received Deduction Regime are met.

If one or more of the Conditions for the application of the Dividend Received Deduction Regime would not be met, any capital gain realized would be taxable at the standard corporate income tax rate of 25%, unless the reduced corporate income tax rate of 20% applies.

Capital losses on the ordinary shares incurred by Belgian resident companies are as a general rule not tax deductible.

Ordinary shares held in the trading portfolios of Belgian qualifying credit institutions, investment enterprises and management companies of collective investment undertakings are subject to a different regime. The capital gains on such ordinary shares are taxable at the standard corporate income tax rate of 25% unless the reduced corporate income tax rate of 20% applies, and the capital losses on such ordinary shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization. Capital gains realized by Belgian resident companies in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.

Belgian resident organizations for financing pensions

Capital gains and capital losses realized by OFPs within the meaning of Article 8 of the Belgian Act of October 27, 2006 upon the disposal of the ordinary shares are not to be taken into account for the determination of the taxable result of the OFPs.

Other Belgian resident legal entities subject to Belgian legal entities tax

Capital gains realized upon disposal of the ordinary shares by Belgian resident legal entities are in principle not subject to Belgian income tax, and capital losses are not tax deductible.

Capital gains realized upon disposal of (part of) a substantial participation in a Belgian company (i.e., a participation representing more than 25% of the share capital of the Company at any time during the last five years prior to the disposal) may, however, under certain circumstances be subject to income tax in Belgium at a rate of 16.5%.

Capital gains realized by Belgian resident legal entities in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.

Non-resident individuals or non-resident companies

Non-resident individuals or companies are, in principle, not subject to Belgian income tax on capital gains realized upon disposal of the ordinary shares, unless the ordinary shares are held as part of a business conducted in Belgium through a fixed base in Belgium or a Belgian PE. In such a case, the same principles apply as described with regard to Belgian individuals (holding the ordinary shares for professional purposes) or Belgian companies.

Non-resident individuals who do not use the ordinary shares for professional purposes and who have their fiscal residence in a country with which Belgium has not concluded a tax treaty, or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the ordinary shares to Belgium, might be subject to tax in Belgium if the capital gains arise from transactions which are to be considered speculative or beyond the normal management of one's private estate or in case of disposal of a substantial participation in a Belgian company as mentioned in the tax treatment of the disposal of the ordinary shares by Belgian individuals. Such non-resident individuals might therefore be obliged to file a tax return and should consult their own tax advisor.

Annual tax on securities accounts

The law of February 17, 2021 on the introduction of an annual tax on securities accounts (the "Law of February 17, 2021") has introduced an annual tax on securities accounts into Belgian law effective as from February 26, 2021. Pursuant to the Law of February 17, 2021, a 0.15% tax is applicable to Belgian residents and non-residents who hold securities accounts with an average value, over a period of twelve consecutive months starting on October 1 and ending on September 30 of the subsequent year, higher than EUR 1,000,000. The ordinary shares are principally qualifying securities for the purposes of this tax.

The tax due is limited to 10% on the difference between the taxable amount and the aforementioned cap of EUR 1,000,000. This cap is assessed per securities account (irrespective of whether the account is held in Belgium or abroad) and involves Belgian as well as foreign securities accounts held by Belgian residents. Securities held by non-residents only fall within the

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scope of the annual tax on securities accounts provided they are held on securities accounts with a financial intermediary established or located in Belgium. Note that, pursuant to certain double tax treaties, Belgium has no right to tax capital. Hence, to the extent that the annual tax on securities accounts is viewed as a tax on capital within the meaning of these double tax treaties, treaty override may, subject to certain conditions, be claimed. Belgian establishments of non-residents are, however, treated as Belgian residents for the purposes of the annual tax on securities accounts, so that both Belgian and foreign securities accounts fall within the scope of this tax.

The annual tax on securities accounts is in principle due by the financial intermediary established or located in Belgium. Otherwise, the annual tax on securities accounts needs to be declared and is due by the holder of the securities accounts itself, unless the holder provides evidence that the annual tax on securities accounts has already been withheld, declared and paid by an intermediary which is not established or located in Belgium. In that respect, intermediaries located or established outside of Belgium could appoint an Annual Tax on Securities Accounts Representative in Belgium. Such a representative is then liable towards the Belgian Treasury ("Thesaurie"/"Trésorerie") for the annual tax on securities accounts due and for complying with certain reporting obligations in that respect. If the holder of the securities accounts itself is liable for reporting obligations (e.g., when a Belgian resident holds a securities account abroad with an average value higher than EUR 1,000,000), the tax return for the annual tax on securities accounts must be filed on 15 July of the year following the year on which the tax was calculated, at the latest, irrespective of whether the Belgian resident is an individual or a legal entity. In the latter case, the annual tax on securities accounts must be paid by the taxpayer on August 31 of the year following the year on which the tax was calculated, at the latest.

As a general rule, no annual tax on securities accounts is due provided that the average value of the securities account is less than EUR 1,000,000.

Please note that the annual tax on securities accounts contains several (specific) anti-abuse provisions aimed at remediating tax avoidance (e.g., conversion of qualifying financial instruments to non-qualifying financial instruments (such as nominative shares) or splitting an existing securities account into several securities accounts in order to avoid reaching the cap of EUR 1,000,000 on the relevant securities account). By ruling dated October 27, 2022, the Constitutional Court annulled both specific anti-abuse provisions. However, these situations could still be targeted by applying the general anti-abuse provision.

Investors should consult their own professional advisors in relation to the annual tax on securities accounts.

Belgian tax on stock exchange transactions

The purchase and the sale and any other acquisition or transfer for consideration of existing ordinary shares (secondary market transactions) is subject to the Belgian tax on stock exchange transactions ("taks op de beursverrichtingen"/"taxe sur les opérations de bourse") if it is (i) executed in Belgium through a professional intermediary, or (ii) deemed to be executed in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals with habitual residence in Belgium or by legal entities for the account of their seat or establishment in Belgium (both referred to as a "Belgian Investor"). The tax on stock exchange transactions is not due upon the issuance of new ordinary shares (primary market transactions).

The tax on stock exchange transactions is levied at a rate of 0.35% of the purchase price, capped at EUR 1,600 per transaction and per party.

A separate tax is due by each party to the transaction, and both taxes are collected by the professional intermediary. However, if the intermediary is established outside of Belgium, the tax will in principle be due by the Belgian Investor, unless that Belgian Investor can demonstrate that the tax has already been paid. Professional intermediaries established outside of Belgium can, subject to certain conditions and formalities, appoint a Belgian Stock Exchange Tax Representative, which will be liable for the tax on stock exchange transactions in respect of the transactions executed through the professional intermediary. If the Stock Exchange Tax Representative has paid the tax on stock exchange transactions due, the Belgian Investor will, as per the above, no longer be the debtor of the tax on stock exchange transactions.

No tax on stock exchange transactions is due on transactions entered into by the following parties, provided they are acting for their own account: (i) professional intermediaries described in Article 2.9° and 10° of the Belgian Law of August 2, 2002 on the supervision of the financial sector and financial services; (ii) insurance companies defined in Article 5 of the Belgian Law of March 13, 2016 on the status and supervision of insurance companies and reinsurance companies; (iii) pension institutions referred to in Article 2,1° of the Belgian Law of October 27, 2006 concerning the supervision of pension institutions; (iv) undertakings for collective investment; (v) regulated real estate companies; and (vi) Belgian non-residents provided they deliver a certificate to their financial intermediary in Belgium confirming their non-resident status.

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Application of the Tonnage Tax Regime to the Company

The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income.

Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (Tonnage Tax Regime – An alternative way of calculating taxable income of operating qualifying ships. Taxable profits are calculated by reference to the net tonnage of the qualifying vessels a company operates, independent of the actual earnings (profit or loss) for Belgian corporate income tax purposes). This Tonnage Tax Regime was initially granted for 10 years and was renewed for an additional 10-year period in 2013. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies until the end of 2023. The application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and is currently pending for approval.

We cannot assure the Company will be able to continue to take advantage of these tax benefits in the future or that the Belgian Ministry of Finance will approve the Company's future applications. Changes to the tax regimes applicable to the Company, or the interpretation thereof, may impact the future net results of the Company.

Other income tax considerations

In addition to the income tax consequences discussed above, the Company may be subject to tax in one or more other jurisdictions where the Company conducts activities. The amount of any such tax imposed upon our operations may be material.

Estate and Gift Tax

There is no Belgian estate tax on the transfer of shares of the Company on the death of a Belgian non-resident.

Donations of shares of the Company made in Belgium may or may not be subject to gift tax depending on how the donation is carried out.

The proposed Financial Transaction Tax (FTT)

On February 14, 2013 the EU Commission adopted a Draft Directive on a common Financial Transaction Tax (FTT). Earlier negotiations for a common transaction tax among all 28 EU Member States had failed. The current negotiations between Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the "Participating Member States") are seeking a compromise under "enhanced cooperation" rules, which require consensus from at least nine nations. Earlier, Estonia dropped out of the negotiations by declaring that it would not introduce the FTT.

The Draft Directive currently stipulates that once the FTT enters into force, the Participating Member States will not maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in Council Directive 2006/112/EC of November 28, 2006 on the common system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished once the FTT enters into force.

However, the Draft Directive on the FTT remains subject to negotiations between the Participating Member States.

As there was no agreement by the end of 2022, the EU Commission will itself propose a new resource, based on a new FTT. A proposal is scheduled for June 2024, with an envisaged entry into force as of January 1, 2026.

Prospective investors should consult their own professional advisors in relation to the FTT.

Pillar Two

On December 20, 2021, the OECD released the Pillar Two Model Rules (also referred to as the "Anti Global Base Erosion" or "GloBE" Rules). These rules are part of the Two-Pillar Solution to address the tax challenges of the digitalization of the economy that was agreed by 137 member jurisdictions of the OECD/G20 Inclusive Framework on BEPS and endorsed by the G20 Finance Ministers and Leaders in October 2021.

Council Directive (EU) 2022/2523 of December 14, 2022 (the "Minimum Tax Directive") provides a common set of rules for EU Member States to implement the Pillar Two Model Rules in their national laws. The rules are intended to ensure a global minimum level of taxation of 15% for multinational enterprise groups and large-scale domestic groups in the EU. The rules will apply to multinational enterprise groups and large-scale domestic groups in the EU with combined financial revenues of more than EUR 750 million a year. They will apply to any large group, both domestic and international, with a

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parent company or a subsidiary situated in an EU Member State. The Minimum Tax Directive includes a common set of rules on how to calculate the 15% effective minimum tax rate. If the minimum effective rate is not imposed by the country where the parent company or the subsidiary is based, there are provisions for the EU Member State of the parent company to apply a "top-up" tax.

EU Member States had until December 31, 2023 to transpose the Minimum Tax Directive into national legislation with the rules to be applicable for fiscal years starting on or after December 31, 2023, with the exception of the Undertaxed Profit Rule (UTPR) which will be applicable for fiscal years starting on or after December 31, 2024. Belgium has timely implemented the Minimum Tax Directive by the law of December 19, 2023. Countries outside the EU are also starting to implement the Pillar Two Model Rules as agreed by the G20/OECD Inclusive Framework on BEPS in their national laws.

Under the Pillar Two Model Rules as provided by the Minimum Tax Directive and as implemented in Belgium, the income (or loss) is calculated based on financial accounts, which provides a base that is harmonized across all jurisdictions. Certain adjustments are provided to align the financial accounts with tax purposes, including an exclusion for international shipping income and safe harbour rules. Countries may introduce domestic minimum taxes.

The company is currently analysing the above tax rules to ensure timely compliance. The implementation of these rules by EU Member States and other countries may impact the future net results of the Company.

ATAD3

On December 22, 2021, the EU Commission published a draft directive to "tackle the misuse of shell entities for tax purposes" ("ATAD3" or the "Unshell Directive"). The draft directive is intended to be implemented in national legislation by January 1, 2025, but negotiations are however still pending.

ATAD3 provides for specific conditions (or gateways) to identify potential shell entities (entities with limited or no substance). If an undertaking would qualify as a shell entity, a specific reporting obligation applies, and the benefits granted by double tax treaties and EU Directives (such as the withholding tax exemption) could be denied.

Investors should consult their own professional advisors in relation to ATAD3.

FASTER

On June 19, 2023, the the EU Commission published a draft directive "on Faster and Safer Relief of Excess Withholding Taxes" ("FASTER"). The draft directive is intended to be implemented in national legislation by January 1, 2027.

FASTER aims to simplify and standardize the procedures in order to obtain a refund of withholding tax by introducing a common EU digital tax residence certificate and two fast-track procedures complementing the existing standard refund procedure.

Investors should consult their own professional advisors in relation to FASTER.

F. Dividends and paying agents.

Not applicable.

G. Statement by experts.

Not applicable.

H. Documents on display.

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.euronav.com. This web address is provided as an inactive textual reference only. Information contained on our website does not constitute part of this annual report.

Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address: Euronav NV, De Gerlachekaai 20, 2000 Antwerpen, Belgium, Telephone: +32 3 247 44 11.

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I. Subsidiary Information.

Not applicable.

J. Annual Report to Security Holders.

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

We are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured and unsecured credit facilities. Until June 30, 2023 the majority of interest rate risk was related to LIBOR. Since July 1, 2023 all amounts borrowed under the credit facilities bear interest at a rate equal to SOFR plus a margin. Increasing interest rates could affect our future profitability. In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. A one percent increase in SOFR would have increased our interest expense for the year ended December 31, 2023 by approximately $13.8 million ($15.6 million in 2022).

Currency risk

We are exposed to currency risk related to our operating expenses and treasury notes expressed in euros. In 2023, about 19.1% of the total operating expenses were incurred in euros (2022: 15.4%). Revenue and financial instruments are expressed in U.S. dollars only. A 10 percent strengthening of the Euro against the dollar at December 31, 2023 would have decreased our profit or loss by $13.4 million (2022: $11.0 million). A 10 percent weakening of the euro against the dollar at December 31, 2023 would have had the equal but opposite effect.

Credit risk

We are exposed to credit risk from our operating activities (primarily for loans and guarantees, trade receivables, and available liquidity under our credit revolving facilities) and from our financing activities, including credit risk related to undrawn portions of our facilities and deposits with banks and financial institutions. We seek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on the rating agency, Standard & Poor's Financial Services LLC. Euronav employs a robust risk management framework to evaluate and address customer risk effectively. Through a detailed assessment, Euronav evaluates customers based on credit and financial risk criteria sourced from specialized providers, direct interactions, and internal business intelligence, dictating various aspects of engagement such as credit exposure limits, payment terms, and acceptability of indemnity letters. Management oversees categorization and risk mitigation measures, especially for higher-risk customers. Regular assessments and ongoing monitoring allow Euronav to adapt to evolving risks, ensuring prudent business relationships.

Market risk

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows. A significant portion of our vessels are currently exposed to the spot market. Every increase (decrease) of $1,000 on a spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by $20.3 million in 2023 (2022: $21.3 million).

For further information, please see Note 20 to our consolidated financial statements included herein.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

A. Disclosure of controls and procedures.

We evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

B. Management's annual report on internal control over financial reporting.

In accordance with Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act, the management of the Company is responsible for the establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. The Company's system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management has performed an assessment of the effectiveness of the Company's internal controls over financial reporting as of December 31, 2023 based on the provisions of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in 2013. Based on our assessment, management determined that the Company's internal controls over financial reporting were effective as of December 31, 2023 based on the criteria in Internal Control—Integrated Framework issued by COSO (2013).

C. Report of Independent Registered Public Accounting Firm.

Shareholders and Board of Directors

Euronav NV

Antwerp, Belgium

Opinion on Internal Control over Financial Reporting

We have audited Euronav NV’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statement of financial position of the Company as of December 31, 2023, the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes and our report dated April 10, 2024 expressed an unqualified opinion thereon.

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Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO Bedrijfsrevisoren BV

Zaventem, Belgium

April 10, 2024

D. Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

In accordance with the rules of the NYSE, the U.S. exchange on which our ordinary shares are listed, we have appointed an audit committee, referred to as the Audit and Risk Committee, whose members as of March 31, 2024, are Mr. De Brabandere, as Chair, Ms. Scheers and Mr. Molis.

Our Supervisory Board has determined that Mr. De Brabandere is an audit committee financial expert, as such term is defined under U.S. securities laws, and independent, as such term is defined under the U.S. securities laws and the NYSE rules and regulations.

ITEM 16B. CODE OF ETHICS

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We have adopted a code of conduct that applies to our directors, officers, employees and certain persons performing similar functions. A copy of our code of conduct is available on our website at www.euronav.com. We will also provide a hard copy of our code of conduct free of charge upon written request of a shareholder.

Shareholders may also request a copy of our code of conduct at no cost, by writing or telephoning us at the following address:

Euronav NV, De Gerlachekaai 20, 2000 Antwerpen, Belgium.

Telephone: +32 3 247 44 11

ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

In accordance with the provisions mentioned in Article 27 of the Company’s Articles of Association, the Company’s Independent Auditor is appointed by the general shareholders’ meeting for a renewable period of three years.

Our principal accountants for the year ended December 31, 2023 were BDO Bedrijfsrevisoren BV/SRL (BDO) - BDO Réviseurs d'Entreprises (PCAOB ID: 1432), located at Da Vincilaan 9 E.6, Zaventem, B1930, Belgium.

Our principal accountants for the year ended December 31, 2022 were KPMG Bedrijfsrevisoren—Réviseurs d' Entreprises BV/SRL (KPMG) (PCAOB ID: 1050), located at Luchthaven Brussel Nationaal 1K, Zaventem, B1930, Belgium.

The following table sets forth the fees related to audit, tax and other services provided by BDO (2023) and KPMG (2022).


(in U.S. dollars)	December 31, 2023	December 31, 2022
Audit fees	1,914,792	1,002,174
Audit-related fees	—	147,070
Taxation fees	19,250	749
All other fees	78,365	21,865
Total	2,012,408	1,171,858

Audit Fees

Audit fees are fees billed for the audit of our annual financial statements or for services that are normally provided by our independent audit firms in connection with our statutory and regulatory filings and engagements (as applicable) services that provide assurance on the fair presentation of financial statements and generally encompass the following specific elements:

•An audit opinion on our consolidated financial statements;

•An audit opinion on the statutory financial statements of individual companies within our consolidated group of companies, where legally required;

•A review opinion on interim financial statements; and

•In general, any opinion assigned to the statutory auditor by local legislation or regulations.

The 2023 audit fees include fees for the legally required review procedures in light of the Q2 and Q3 interim dividend and the related party procedures regarding the deal with Frontline and the acquisition of CMB.TECH.

Audit-Related Fees

Audit-related fees are fees not included in Audit Fees for assurance or other related work traditionally provided to us by our independent external audit firms in their role as statutory auditors and which are reasonably related to the performance of the audit or review of our financial statements.

These services generally include, among others, audits of employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services related to financial reporting that are not required by statute or regulation, work performed in connection with registration statements such as due diligence procedures or issuances of comfort letters and consultation concerning financial accounting and reporting standards, usually result in a certification or specific opinion on an investigation or specific procedures applied, and include opinion/audit reports on information provided by us at the request of a third party (for example, prospectuses, comfort letters).

139

More specifically the audit-related services for Euronav in 2022 are related to the issuance of a report in accordance with article 7:116 (7:97) of the Belgian Companies' and Associations' Code in relation to historical financial and accounting information included in the minutes of the Supervisory Board and in the minutes of the Committee of independent directors on any decision or for any transaction to implement a decision related to a related party within the meaning of the International Financial Reporting Standards adopted in accordance with Regulation (EC) 1606/2002, and to the issuance of a consent letter with respect to the inclusion or incorporation by reference of previously issued 2022 auditor's report in view of a Form F-4 filing.

Taxation Fees

Tax fees in 2023 were related to tax compliance services.

All other Fees

The other fees are related to an Agreed upon Procedures engagement on the written statement of Euronav NV (the "Company" or "Euronav") on the job creation and preservation commitments pursuant to article 22/2, 7° of the Flemish Region Act of February 6, 2004, as amended, supplemented or extended from time to time, for Euronav in the context of the Company's compliance with the Flemish Government Decree of April 15, 2009, as amended, supplemented or extended from time to time, in respect of the guarantee agreement of April 7, 2021. The 2023 other fees also relate to the agreed upon procedures in Tankers International regarding TI Pool revenue and iXBRL review in Tankers UK Agencies & International. The 2022 other fees also relate to services in connection with EMIR Agreed upon Procedures support.

The Supervisory Board has adopted pre-approval policies and procedures in compliance with paragraph (c) (7)(i) of Rule 2-01 of Regulation S-X that require the approval of each of the additional audit and non-audit related services to be provided by the appointed auditor under such engagement by the Company. All services provided by the principal auditors in 2023 and 2022 were approved by the Board pursuant to the pre-approval policy.

ITEM 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

None.

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

As set out in the Form 20-F for the year ended December 31, 2022, during 2022 Euronav carried out a mandatory audit retendering process, as a result of which BDO Bedrijfsrevisoren BV has replaced KPMG as the company’s auditor for the year ended December 31, 2023 onwards and as appointed on May 17,2023.

ITEM 16G. CORPORATE GOVERNANCE

Pursuant to an exception for foreign private issuers, we, as a Belgian company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE rules and regulations. Set forth below is a list of what we believe to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE rules and regulations.

Independence of Directors.

The NYSE requires that a U.S. listed company maintain a majority of independent directors. Our Supervisory Board currently consists of five members, three of which are considered independent. These three Independent Directors are Ms. Julie De Nul, Mr. Patrick Molis and Ms. Catharina Scheers.

Executive Sessions.

The NYSE requires that Supervisory Board Members meet regularly in executive sessions without presence of the Management Board. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Belgian law, closed sessions of our Supervisory Board may comprise both independent and non-independent Supervisory Board members.

140

Compensation Committee and Nominating/Corporate Governance Committee.

The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent directors. The Company's Corporate Governance and Nomination Committee, as well as the Remuneration Committee, currently consist entirely of independent members. In accordance with Belgian corporate law and corporate governance standards, both Committees must at all times maintain a majority of independent members (in accordance with Belgian independence standards).

Audit Committee.

The NYSE requires, among other things, that a listed U.S. company have an audit committee comprised of a minimum of three directors, who are all independent. Under Belgian law, our Audit and Risk Committee need not be comprised of three entirely independent members, but it must at all times count among its members at least one independent member (in accordance with Belgian independence standards). Although we are not required to do so under the NYSE rules and Rule 10A-3 under the Exchange Act, our Audit and Risk Committee is currently comprised of three independent members in accordance with the Exchange Act and NYSE rules as well as according to Belgian independence standards.

Corporate Governance Guidelines.

The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines, but we have adopted a corporate governance charter in compliance with Belgian law requirements.

Shareholder Approval of Securities Issuances.

The NYSE requires that a listed U.S. company obtain the approval of its shareholders prior to issuances of securities under certain circumstances. In lieu of this requirement, we have elected to follow applicable practices under the laws of Belgium for authorizing issuances of securities.

Proxies.

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements in connection with meetings of the Company's shareholders as required by U.S. companies under the NYSE listing rules and regulations. As provided in our Coordinated Articles of Association, the designation of a proxy holder by a shareholder will occur as stated in the convening notice for the respective meeting of shareholders. The Supervisory Board of the Company may decide on the form of the proxies and may stipulate that the same be deposited at the place it indicates, within the period it fixes and that no other forms will be accepted.

Information about our corporate governance practices may also be found on our website, http://www.euronav.com, in the section "Investors" under "Corporate Governance." The information contained on our website does not form a part of this annual report.

Clawback Policy:

On December, 5, 2023, we adopted a policy regarding the recovery of erroneously awarded compensation ("Clawback Policy") in accordance with the applicable rules of the New York Stock Exchange and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. In the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under U.S. securities laws or otherwise erroneous data or if we determine there has been a significant misconduct that causes material financial, operational or reputational harm, we shall be entitled to recover a portion or all of any incentive-based compensation provided to certain executives who, during a three-year period preceding the date on which an accounting restatement is required, received incentive compensation based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement. The Supervisory Board administers our Clawback Policy and has discretion, in accordance with the applicable laws, rules and regulations, to determine how to seek recovery. See "Exhibit 4.44 Clawback Policy".

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

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ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING DISCLOSURE

The "Insider Trading Policy - Dealing Code" is filed as an Exhibit 2.3 to this annual report.

ITEM 16K. CYBERSECURITY

Euronav is actively working towards establishing itself as a trustworthy resilient shipping organization giving high priority on cybersecurity. Throughout 2023, the heightened awareness on cybersecurity matters within Euronav has been instrumental in identifying and addressing critical cybersecurity challenges both onshore and offshore.

The evolving threat landscape, the broadening attack surface, and the ongoing commitment to transparency necessitate active collaboration with our strategic partners. Together, we are dedicated to securing and fortifying a reliable information security data platform that prioritizes data security. This commitment aligns seamlessly with our enhanced cybersecurity and data protection policy, inclusive of comprehensive mitigation measures and a meticulously incident response plan. We conduct regular risk assessments for both Operational Technology (OT) and Information Technology (IT) systems, implementing corresponding mitigating actions.

Our IT organisation continually monitors for threats using a variety of tools, processes, and third-party auditing. A third party organization has installed a "Security Information and Event Management" (SIEM) / "Security Operations Center" (SOC) to monitor and respond security incidents.

When threats are identified our Computer Security Incident Response Team (CSIRT) is activated to contain, eradicate, and recover from the incident swiftly and methodically. The CSIRT is described in detail in the IT Processes and Policies.

Euronav places a strong emphasis on the continuous training of shore-based personnel, crew, and contractors in cybersecurity protocols. Regular updates are designed to ensure that our team remains well-versed in the latest developments. Additionally, cybersecurity awareness training sessions and exercises are conducted for both onshore and onboard personnel.

Our fleet endeavours to be at the forefront of adopting secure technologies. Collaborating closely with service and product vendors is pivotal in validating real-world, standards-based cybersecurity capabilities that effectively address business needs onboard. Our goal is to introduce advanced cybersecurity measures and secure infrastructure that not only inspire technological innovation but also foster the growth of our fleet.

We achieve this through:

Practical Cybersecurity:

a.Implementation of standards-based, cost-effective, repeatable, and scalable cybersecurity solutions to secure data and digital infrastructure.

Cyber Compliance:

a.Employing methods and tools to ensure compliance with cybersecurity best practices and regulatory frameworks.

Vulnerability scans :

a.To enhance our cybersecurity posture, we have also incorporated regular vulnerability scans into our cybersecurity strategy.

b.These scans play a pivotal role in identifying and addressing potential weaknesses, contributing to the overall resilience of our systems and data protection measures.

c.This proactive approach ensures that our cybersecurity initiatives remain adaptive and responsive to the evolving threat landscape.

Centralized Management and Monitoring:

a.Implementing a Remote Management and Monitoring platform to gain a comprehensive overview of the fleet.

b.Providing secure, monitored, and recorded remote access to vessel assets.

Commitment on Cybersecurity audit of the IT landscape by external partner

a.On a yearly basis, a cybersecurity audit is planned. Every other year, a vulnerability scan is included. The other year a Penetration testing (better known as PEN testing) is completed.

142

b.We routinely coordinate with auditors and other third-party partners, to help ensure our systems are evaluated and held to the utmost security standards. The outcome of these sessions results in policy and procedure updates to prevent and resolve cybersecurity incidents in a timely manner.

Advanced Antivirus and Endpoint Detection and Response (EDR):

a.Euronav has deployed an EDR solution for continuous monitoring and response to advanced threats on endpoints. An escalation matrix to action Critical and High impact incidents is put in place to ensure consistent coverage and actioning of these incidents.

b.Establishing a centralized dashboard for fleet-wide visibility into endpoint security status and alerts.

Governance on Cybersecurity Strategy, Continuous Improvement and Incident Response

a.An overview of cybersecurity incidents, detailing what the criticality is of the incident, who is involved, what is involved, and what is being done to mitigate all risks associated with the incident, is to be provided at our IT Steering Committee meetings. Based on critical incidents reported, plans for measures to avoid these incidents from happening in the future are decided on the Steering Committee and follow up on implementation is done in subsequent Steering Committees.

b.Cyber Security incidents classified as critical and having financial impact are communicated immediately to all members of the IT Steering Committee by the CISO (= or the Chief Information Security Officer).

c.Within our IT organisation, a monthly meeting is held to review all aspects of cybersecurity. Discussion topics include, but are not limited to, current or recent incidents, upcoming threats, review of software and hardware vulnerabilities, upcoming policy and procedure changes, and recommendations from third party partners are a few examples of topics discussed.

Members of the IT Steering Committee:

include all members of the Management Board;

our Internal Audit team;

OPS Director;

our Head of Accounting;

our Heads of business units (ESMH - CMB TECH - WindcatWorkboats);

and our Head of IT (Accountable and Responsible).

Our Head of IT is responsible for assessing and managing all risks from Cyber Security threats, assisted by the CISO reporting to the Head of IT. Our CISO (Chief Information Security Officer) is qualified to assess all risks from Cyber Security Threats.

All cybersecurity incidents in 2023 were detected and resolved in an efficient manner. Due to the swift and methodical actions taken by the IT Organization, external security operations partners, and other relevant stakeholders there were no material adverse effects on the Company's business, strategies, or visions.

We continually strive to advance and adapt to the evolving world of cybersecurity so that we may resolve any future cybersecurity incidents using improved techniques and processes.

Euronav remains steadfast in its commitment to fortifying its cybersecurity posture, embracing technological advancements, and fostering a secure environment for its maritime operations.

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PART III

ITEM 17. FINANCIAL STATEMENTS

See "Item 18. Financial Statements."

ITEM 18. FINANCIAL STATEMENTS

The financial statements, together with the report of BDO Bedrijfsrevisoren - BDO Réviseurs d'enterprises thereon, are set forth on page F-2 and are filed as a part of this report.

The financial statements, together with the report of KPMG Bedrijfsrevisoren BV / KPMG Réviseurs d’Entreprises SRL thereon, are set forth on page F-4 and are filed as a part of this report.

144

ITEM 19. EXHIBITS


Exhibit Number			Description

1.1			Coordinated Articles of Association (11)

2.1			Form of Ordinary Share Certificate (1)

2.2			Description of Securities (11)

2.3			Insider Trading Policy - Dealing Co de

4.1			Euronav NV Stock Option Plan, dated December 16, 2013 (1)

4.2			$700 Million Senior Secured Credit Facility, dated August 28, 2019 (9)

4.3			Nordic Bond Tap Issue Addendum (9)

4.4			Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated January 19, 2018 (8)

4.5			Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated November 12, 2018 (8)

4.6			Side Letter to Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated January 4, 2019 (8)

4.7			Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated February 7, 2019 (8)

4.8			Supplemental Agreement to a $173.5 Million Senior Secured Credit Facility, dated August 7, 2018 (8)

4.9			Supplemental Letter Relating to the $750.0 Million Secured Loan Facility, dated August 30, 2016 (4)

4.10			Co-ordination Deed relating to a $173.5 Million Senior Secured Credit Facility, dated August 9, 2018 (8)

4.11			Notification Letter relating to a €150 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated October 1, 2018 (8)

4.12			Dealer Accession Letter relating to a €150 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated October 1, 2018 (8)

4.13			$108.5 Million Senior Secured Credit Facility, dated April 25, 2017 (6)

4.14			Dealer Agreement Relating to a €50 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated June 6, 2017 (6)

4.15			Domiciliary Agency Agreement, dated June 6, 2017 (6)

4.16			Service Contract Concerning the Issue of Dematerialized Treasury Certificates and Certificates of Deposit, dated June 2, 2017 (6)

4.17			Bond Terms for a Senior Unsecured Bond Issue, dated May 30, 2017 (6)

F-

145


4.18			Agreement regarding the Bond Trustee's Fees, dated May 30, 2017 (6)

4.19			$173.5 Million Senior Secured Credit Facility, dated March 22, 2018 (7)

4.20			$220 Million Senior Secured Credit Facility, dated March 29, 2018 (7)

4.21			Guarantee, dated March 29, 2018, Relating to $220 Million Senior Secured Credit Facility dated March 29, 2018 (7)

4.22			Supplemental Dealer Agreement relating to a €150 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated October 1, 2018 (8)

4.23			Side Letter to Supplemental Letter No. 2 dated January 4, 2019 in respect of the change of ownership of m/t "NAUTIC" (renamed "NAUTICA" upon her transfer from the Marshall Islands to the Liberian flag and change of her ownership) from EURONAV TANKERS NV to EURONAV NV (9)

4.24			Supplemental Letter No. 3 dated February 7, 2019 in respect of the change of ownership of m/t "SARA" from EURONAV TANKERS NV to EURONAV NV (9)

4.25			Supplemental Letter No. 4 dated May 3, 2019 in respect of the change of ownership of m/t "SANDRA" from EURONAV TANKERS NV to EURONAV NV (9)

4.26			Supplemental Letter No. 5 dated May 23, 2019 in respect of the change of flag of m/t "SIMONE" from Belgian to French flag (9

4.27			$713 Million Secured Revolving Credit Facility, dated September 11, 2020 (10)

4.28			$80 Million Revolving Credit Facility Agreement, dated April 7, 2021 (11)

4.29			Bond Terms for a Senior Unsecured Bond Issue, dated September 10, 2021 (11)

4.30			$73.45 Million Term Loan Facility, dated December 2, 2021 (11)

4.31			$150 Million Loan Agreement, dated June 21, 2022 (12)

4.32			$377 Million Loan Agreement, dated December 6, 2022 (12)

4.33			$377 Million Supple mental Agreement, dated March 17, 2023

4.34			$190 Million Faci lit y Agreement, dated June 29, 2023

4.35			$1,290 ,000,000 Facilit y Agreement, date d November 7, 2023

4.36			2017 Long Term Incentive Plan (4)

4.37			2018 Long Term Incentive Plan (7)

4.38			Transaction Based Incentive Plan (8)

4.39			2019 Long Term Incentive Plan (9)

4.40			2020 Long Term Incentive Plan (9)

F-

146



4.41			2021 Long Term Incentive Plan (11)

4.42			2022 Long Term Incentive Plan (12)

4.43			2 023 Long Term Incentive P lan

4.44			C lawback Policy

8.1			List of subsidiaries and joint ventures

11.1			Code of Conduct (11)

12.1			Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

12.2			Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

13.1			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350

13.2			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350

15.3			Consent of Independent Registered Public Accounting Firm (BDO)

15.5			Consent of Independent Registered Public Accounting Firm (KPMG)

15.6			Consent of Seward & Kissel LLP

101			The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2023, formatted in Extensible Business Reporting Language (XBRL):
			(1) Consolidated Statement of Financial Position as of December 31, 2023, 2022 and 2021
			(2) Consolidated Statement of Profit or Loss for the years ended December 31, 2023, 2022 and 2021
			(3) Consolidated Statement of Comprehensive Income as of December 31, 2023, 2022 and 2021
			(4) Consolidated Statements of Changes in Equity as of December 31, 2023, 2022 and 2021
			(5) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
			(6) Notes to the Consolidated Financial Statements.

(1)Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-198625 and incorporated by reference herein.

(2)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.

(3)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2015 and incorporated by reference herein.

(4)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.

(5)Filed as an exhibit to the Company's Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 22, 2017 and incorporated by reference herein.

(6)Filed as an exhibit to the Company's Registration Statement on Form F-4, Registration No. 333-223039 and incorporated by reference herein.

(7)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2017 and incorporated by reference herein.

F-

147

(8)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2018 and incorporated by reference herein.

(9)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2019 and incorporated by reference herein.

(10)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2020 and incorporated by reference herein.

(11)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2021 and incorporated by reference herein.

(12)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2022 and incorporated by reference herein.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


	EURONAV NV



	By:	/s/ Ludovic Saverys
		Name: Ludovic Saverys Title: Chief Financial Officer
Date: April 10, 2024

F-

148

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page

Report of Independent Registered Public Accounting Firm - BDO			F-2
Report of Independent Registered Public Accounting Firm - KPMG			F-4
Consolidated Statement of Financial Position as of December 31, 2023 and 2022			F-5
Consolidated Statement of Profit or Loss for the years ended December 31, 202 3 , 202 2 and 2021			F-7
Consolidated Statement of Comprehensive Income for the years ended December 31, 202 3 , 202 2 and 2021			F-8
Consolidated Statement of Changes in Equity for the years ended December 31, 202 3 , 202 2 and 2021			F-9
Consolidated Statement of Cash Flows for the years ended December 31, 202 3 , 202 2 and 2021			F-11
Notes to the Consolidated Financial Statements			F-12

F-1


Table of contents			EURONAV NV

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Euronav NV

Antwerp, Belgium

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Euronav NV (the “Company”) as of December 31, 2023, the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”) and our report dated April 10, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of impairment indicators for vessels in the Tankers segment

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 Tankers segment as of December 31, 2023.

We identified the assessment of the potential impairment indicators over the carrying value of vessels included in the Tankers segment as a critical audit matter. As discussed in Note 2 to the consolidated financial statements, the net carrying value of vessels in the Tankers segment (vessels, assets under construction and right-of-use assets) amounts to $1,573.5 million representing 46% 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 crude oil supply and demand trends, and changes in

F-2


Table of contents			EURONAV NV

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 critical 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 crude oil 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.

Emphasis of matter - Significant related party transaction with shareholders

As discussed in Notes 3, 8 and 17 to the consolidated financial statements, an agreement was reached between the shareholders CMB NV ("CMB") and Frontline plc/Famatown Finance Ltd ("Frontline") on a transaction involving multiple interdependent agreements. Part of the agreement is the sale of 24 VLCC tankers from the Euronav fleet for a total of $2.35 billion. A total of eleven VLCC tankers have been delivered before December 31, 2023, resulting in a realized gain of $323.3 million. Thirteen VLCC tankers, that were part of the fleet sale to Frontline, have been accounted for as an asset held for sale for a total carrying value of $862.6 million. Resulting from this transaction, the remaining Euronav fleet has been

refinanced in a Global Refinancing of $1,290.0 million. Our opinion is not modified with respect to this matter.

/s/ BDO Bedrijfsrevisoren BV

We have served as the Company's auditor since 2023.

Zaventem, Belgium

April 10, 2024

F-3


Table of contents			EURONAV NV

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Supervisory Board Euronav NV:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Euronav NV and subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Herwig Florent Henri Carmans

Bedrijfsrevisor/Réviseur d’Entreprises

KPMG Bedrijfsrevisoren BV / KPMG Réviseurs d’Entreprises SRL

We served as the Company’s auditor from 2004 to 2023.

Zaventem, Belgium

April 12, 2023

F-4

Table of Contents

Consolidated Statement of Financial Position

(in thousands of USD)


	December 31, 2023	December 31, 2022
ASSETS
Non-current assets
Vessels (Note 8)	1,629,570	3,057,933
Assets under construction (Note 8)	106,513	228,429
Right-of-use assets (Note 8)	32,936	21,493
Other tangible assets (Note 8)	644	762

Intangible assets (Note 9)	14,194	15,746
Receivables (Note 11)	2,888	34,825
Investments in equity accounted investees (Note 26)	518	1,423
Deferred tax assets (Note 10)	280	1,403

Total non-current assets	1,787,543	3,362,014

Current assets
Bunker inventory (Note 12)	22,511	41,643
Trade and other receivables (Note 13)	307,111	366,789
Current tax assets	869	239
Cash and cash equivalents (Note 14)	429,370	179,929
	759,861	588,600

Non-current assets held for sale (Note 3)	871,876	18,459

Total current assets	1,631,737	607,059

TOTAL ASSETS	3,419,280	3,969,073


EQUITY and LIABILITIES

Equity
Share capital (Note 15)	239,148	239,148
Share premium (Note 15)	1,466,529	1,678,336
Translation reserve	235	(24)
Hedging reserve (Note 15)	1,140	33,053
Treasury shares (Note 15)	(157,595)	(163,024)
Retained earnings	807,916	385,976

Equity attributable to owners of the Company	2,357,373	2,173,465

Non-current liabilities
Bank loans (Note 17)	362,235	1,264,243
Other notes (Note 17)	198,219	197,556
Other borrowings (Note 17)	71,248	71,011
Lease liabilities (Note 17)	3,363	5,824
Other payables (Note 19)	146	404
Employee benefits (Note 18)	1,669	1,635
Provisions (Note 22)	274	597

Total non-current liabilities	637,154	1,541,270

Current liabilities
Trade and other payables (Note 19)	124,013	90,469
Current tax liabilities	4,768	5,927
Bank loans (Note 17)	166,124	68,941
Other notes (Note 17)	3,733	—
Other borrowings (Note 17)	92,298	65,851

F-5

Table of Contents

Consolidated Statement of Financial Position

(in thousands of USD)


Lease liabilities (Note 17)	33,493	22,855
Provisions (Note 22)	324	295

Total current liabilities	424,753	254,338

TOTAL EQUITY and LIABILITIES	3,419,280	3,969,073

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-6

Table of Contents

Consolidated Statement of Profit or Loss

(in thousands of USD except per share amounts)


	2023	2022	2021
	Jan. 1 - Dec 31, 2023	Jan. 1 - Dec 31, 2022	Jan. 1 - Dec 31, 2021
Shipping income
Revenue (Note 4)	1,235,127	854,669	419,770
Gains on disposal of vessels/other tangible assets (Note 8)	372,444	96,160	15,068
Other operating income (Note 4)	23,316	15,141	10,255
Total shipping income	1,630,887	965,970	445,093

Operating expenses
Voyage expenses and commissions (Note 5)	(142,090)	(175,187)	(118,808)
Vessel operating expenses (Note 5)	(231,033)	(216,094)	(220,706)
Charter hire expenses (Note 5)	(4,500)	(5,769)	(9,750)
Loss on disposal of vessels/other tangible assets (Note 8)	—	(347)	—


Depreciation tangible assets (Note 8)	(219,428)	(221,576)	(344,904)
Depreciation intangible assets (Note 9)	(1,612)	(1,021)	(90)
General and administrative expenses (Note 5)	(62,532)	(51,702)	(32,408)
Total operating expenses	(661,195)	(671,696)	(726,666)

RESULT FROM OPERATING ACTIVITIES	969,692	294,274	(281,573)

Finance income (Note 6)	67,168	27,140	14,934
Finance expenses (Note 6)	(171,897)	(133,009)	(95,541)
Net finance expenses	(104,729)	(105,869)	(80,607)


Share of profit (loss) of equity accounted investees (net of income tax) (Note 26)	(927)	17,650	22,976

PROFIT (LOSS) BEFORE INCOME TAX	864,036	206,055	(339,204)

Income tax benefit (expense) (Note 7)	(6,009)	(2,804)	427

PROFIT (LOSS) FOR THE PERIOD	858,027	203,251	(338,777)

Attributable to:
Owners of the company	858,027	203,251	(338,777)

Basic earnings per share (Note 16)	4.25	1.01	(1.68)
Diluted earnings per share (Note 16)	4.25	1.01	(1.68)

Weighted average number of shares (basic) (Note 16)	201,901,743	201,747,963	201,677,981
Weighted average number of shares (diluted) (Note 16)	201,901,743	201,994,217	201,773,240

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-7

Table of Contents

Consolidated Statement of Comprehensive Income

(in thousands of USD)


	2023	2022	2021
	Jan. 1 - Dec 31, 2023	Jan. 1 - Dec 31, 2022	Jan. 1 - Dec 31, 2021
Profit/(loss) for the period	858,027	203,251	(338,777)

Other comprehensive income (expense), net of tax
Items that will never be reclassified to profit or loss:
Remeasurements of the defined benefit liability (asset) (Note 18)	(116)	942	1,453

Items that are or may be reclassified to profit or loss:
Foreign currency translation differences (Note 6)	259	(477)	(482)
Cash flow hedges - effective portion of changes in fair value (Note 15)	(6,164)	30,657	9,852
Cash flow hedges - recycling into P&L (Note 15)	(25,749)	—	—
Equity-accounted investees - share of other comprehensive income (Note 26)	—	159	951

Other comprehensive income (expense), net of tax	(31,770)	31,281	11,774

Total comprehensive income (expense) for the period	826,257	234,532	(327,003)

Attributable to:
Owners of the company	826,257	234,532	(327,003)

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-8

Table of Contents

Consolidated Statement of Changes in Equity

(in thousands of USD)


	Share capital	Share premium	Translation reserve	Hedging reserve	Treasury shares	Retained earnings	Total equity

Balance at January 1, 2021	239,148	1,702,549	935	(7,456)	(164,104)	540,714	2,311,786





Profit (loss) for the period	—	—	—	—	—	(338,777)	(338,777)
Total other comprehensive income / (expense)	—	—	(482)	9,852	—	2,404	11,774
Total comprehensive income / (expense)	—	—	(482)	9,852	—	(336,373)	(327,003)

Transactions with owners of the company




Dividends to equity holders	—	—	—	—	—	(24,201)	(24,201)



Total transactions with owners	—	—	—	—	—	(24,201)	(24,201)

Balance at December 31, 2021	239,148	1,702,549	453	2,396	(164,104)	180,140	1,960,582



Balance at January 1, 2022	239,148	1,702,549	453	2,396	(164,104)	180,140	1,960,582





Profit (loss) for the period	—	—	—	—	—	203,251	203,251
Total other comprehensive income / (expense)	—	—	(477)	30,657	—	1,101	31,281
Total comprehensive income / (expense)	—	—	(477)	30,657	—	204,352	234,532

Transactions with owners of the company


Dividends to equity holders (Note 15)	—	(24,213)	—	—	—	—	(24,213)

Treasury shares delivered in respect of share-based payment plans	—	—	—	—	1,080	—	1,080
Equity-settled share-based payment	—	—	—	—	—	1,484	1,484
Total transactions with owners	—	(24,213)	—	—	1,080	1,484	(21,649)

Balance at December 31, 2022	239,148	1,678,336	(24)	33,053	(163,024)	385,976	2,173,465

F-9

Consolidated Statement of Changes in Equity (Continued)

(in thousands of USD)


	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 (Note 15)	—	(211,807)	—	—	—	(434,487)	(646,294)
Treasury shares delivered in respect of share-based payment plans (Note 15)	—	—	—	—	5,429	—	5,429

Equity-settled share-based payment (Note 24)	—	—	—	—	—	(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

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-10

Table of Contents

Consolidated Statement of Cash Flows

(in thousands of USD)


	2023	2022	2021
	Jan. 1 - Dec 31, 2023	Jan. 1 - Dec 31, 2022	Jan. 1 - Dec 31, 2021
Cash flows from operating activities
Profit (loss) for the period	858,027	203,251	(338,777)

Adjustments for:	(40,034)	217,545	386,903
Depreciation of tangible assets (Note 8)	219,428	221,576	344,904
Depreciation of intangible assets	1,612	1,021	90


Provisions	(295)	(262)	(227)
Income tax (benefits)/expenses (Note 7)	6,009	2,804	(427)
Share of profit of equity-accounted investees, net of tax (Note 26)	927	(17,650)	(22,976)
Net finance expenses (Note 6)	104,729	105,869	80,607
(Gain)/loss on disposal of assets (Note 8)	(372,444)	(95,813)	(15,068)




Changes in working capital requirements	105,881	(82,727)	(20,504)
Change in cash guarantees (Note 11)	12,234	570	8
Change in inventory (Note 12)	19,132	27,391	6,745
Change in receivables from contracts with customers (Note 13)	43,036	(105,538)	(25,485)
Change in accrued income (Note 13)	(2,286)	(2,941)	(331)
Change in deferred charges and fulfillment costs (Note 13)	2,096	1,263	(1,285)
Change in other receivables (Note 11 and 13)	1,163	(4,600)	4,070
Change in trade payables (Note 19)	17,336	(1,316)	(1,215)
Change in accrued payroll (Note 19)	603	(39)	(3,689)
Change in accrued expenses (Note 19)	8,686	(2,808)	2,698
Change in deferred income (Note 19)	(187)	9,998	(5,594)
Change in other payables (Note 19)	263	(2,113)	2,953
Change in provisions for employee benefits (Note 18)	3,805	(2,594)	621

Income taxes paid during the period	(6,675)	2,761	12
Interest paid (Note 6-20)	(130,375)	(99,744)	(60,999)
Interest received (Note 6-13)	50,556	11,446	3,425
Dividends received from equity-accounted investees (Note 26)	—	3,021	4,635

Net cash from (used in) operating activities	837,380	255,553	(25,305)

Acquisition of vessels (Note 8)	(337,195)	(523,494)	(413,062)
Proceeds from the sale of vessels (Note 8)	1,206,636	356,730	55,844
Acquisition of other tangible assets and prepayments (Note 8)	(1,407)	(164)	(142)
Acquisition of intangible assets (Note 9)	(60)	(16,582)	(115)

Loans from (to) related parties (Note 26)	—	32,844	2,242




Repayment of loans from related parties	—	(10,215)	—
Lease payments received from finance leases	1,706	2,036	1,987

Net cash from (used in) investing activities	869,680	(158,845)	(353,246)





(Purchase of) Proceeds from sale of treasury shares (Note 15)	—	1,080	—
Proceeds from new borrowings (Note 17)	2,694,127	1,270,295	1,509,580
Repayment of borrowings (Note 17)	(2,933,724)	(976,670)	(726,032)
Repayment of commercial paper (Note 17)	(458,272)	(279,314)	(303,426)
(Repayment of) Proceeds from sale and leaseback (Note 17)	(96,006)	(22,667)	(22,667)
Repayment of lease liabilities (Note 17)	(21,942)	(25,527)	(54,928)
Transaction costs related to issue of loans and borrowings (Note 17)	(14,530)	(5,871)	(4,422)
Dividends paid (Note 15)	(630,540)	(24,221)	(24,212)

Net cash from (used in) financing activities	(1,460,887)	(62,895)	373,893

Net increase (decrease) in cash and cash equivalents	246,173	33,813	(4,658)

Net cash and cash equivalents at the beginning of the period (Note 14)	179,929	152,528	161,478
Effect of changes in exchange rates	3,268	(6,412)	(4,292)

Net cash and cash equivalents at the end of the period (Note 14)	429,370	179,929	152,528

The accompanying notes on page F-12 to F-106 are an integral part of these consolidated financial statements.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Notes to the consolidated financial statements for the year ended December 31, 2023


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
Note 10 - Deferred tax assets and liabilities
Note 11 - Non-current receivables
Note 12 - Bunker 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 - Employee benefits
Note 19 - Trade and other payables
Note 20 - Financial instruments - market and other risks
Note 21 - Leases
Note 22 - Provisions and contingencies
Note 23 - Related parties
Note 24 - Share-based payment arrangements
Note 25 - Group entities
Note 26 - Equity-accounted investees
Note 27 - Major exchange rates
Note 28 - Subsequent events

F-12


Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 1 - Material accounting policies

1. Reporting Entity

Euronav 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.

Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. 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 NV. CMB.TECH is a diversified cleantech 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.

Euronav NV charters its vessels to leading international energy companies. The Company pursues a chartering strategy of primarily employing its vessels on the spot market, including through the Tankers International (TI) Pool and also under fixed-rate contracts and long-term time charters, which typically include a profit sharing component.

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, the Company pays voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenues generated by the Company in the spot market are less predictable, the Company believes their exposure to this market provides them with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. The Company principally employs and commercially manages their VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other third-party shipowners with vessels of similar size and quality participate along with the Company. The Company participated in the formation of the TI Pool in 2000 to allow themselves and other TI Pool participants to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.

Time charters provide the Group with a fixed and stable cash flow for a known period of time. Time charters may help the Group mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. The Group may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. The Group may also enter into time charter contracts with profit sharing arrangements, which the Group believes will enable it to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.

The Group currently deploys its two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector.

2. Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and as adopted by the European Union as of December 31, 2023.

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 authorized for issue by the Supervisory Board on April 10, 2024.

F-13


Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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 recognized at fair value less cost of disposal if it is lower than their carrying amount

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.

5. Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, 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 judgments 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 recognized 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. Judgments

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:

•Note 8 - Impairment;

•Note 17 - Sale and leaseback: accounted for as a sale or a financing transaction

•Note 21 - Lease term: whether the Group is reasonably certain to exercise renewal, termination, purchase options.

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, Euronav considered the steel industry's commitment to be carbon neutral in 2050 and the impact of this on scrap steel.

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.

F-14


Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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 applied 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. Management judgement also took into consideration the long term perspective for the sector, including peak oil and oil demand in the energy mix for the next 20 years using the IEA reports and forecasts.

Based on the annual re-assessment of the residual value, there is no change in residual value as of December 31, 2023.

•Note 8 - Impairment test: key assumptions underlying the recoverable amount and in particular forecasted TCE, discount rates and residual value;

•Note 10 - Measurement of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized.

•Note 21 - Leases: key assumptions underlying the lease liability and right-of-use asset, e.g. lease term, lease payments and estimate on residual value guarantee.

The significant assumptions and accounting estimates used to support the reported amounts of assets and liabilities, income and expenses were regularly reviewed, and if needed updated, during 2023. The main judgements, estimates and assumptions are:

•Note 8 – Impairment test: the carrying amount of the vessels is reviewed to determine whether an indication of impairment exists. The review of the indicators did not trigger the requirement to perform a more in-depth impairment analysis at December 31, 2023.

•Bunkers on the vessels are valued at lower of cost or net realizable value. Positive results were realized in 2023 and the Group expects for 2024 the same based on the forecasted TCE rates.

•Allowance for expected credit losses: in accordance with IFRS 9, the group recognizes expected credit losses on trade receivables following the simplified approach. Lifetime expected losses are recognized for the trade receivables, excluding recoverable VAT amounts. Based on customer's payment behavior, no significant additional allowances for expected credit losses were to be recognized as per December 31, 2023.

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 categorized 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 categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized 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 recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

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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 20 - Financial instruments and

•Note 24 - Share-based payment arrangements

6. Changes in material accounting policies

The accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2023 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2022.

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 as adopted by the European Union and effective for the accounting year starting on January 1, 2023. The Group has not applied any new IFRS requirements that are not yet effective as per December 31, 2023.

The following new Standards, Interpretations and Amendments issued by the IASB and the IFRIC as adopted by the European Union are effective for the financial period:

IAS 8 Accounting policies, Changes in Accounting Estimates and Errors - Amendments regarding the definition of accounting estimates (February 2021). The adoption of this amendment has not led to major changes in the Group's accounting policies.

IAS 12 Income Taxes - Amendments regarding deferred tax related to assets and liabilities arising from a single transaction (May 2021). The adoption of this amendment has not led to major changes in the Group's accounting policies.

Global minimum top-up tax

The Group has adopted International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12) upon their release on May 23, 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for the top-up tax, which is effective immediately, and require new disclosures about the Pillar Two exposure (see Note 7).

The mandatory exception applies retrospectively. However, because no new legislation to implement the top-up tax was enacted or substantively enacted at December 31, 2022 in any jurisdiction in which the Group operates and no related deferred tax was recognised at that date, the retrospective application has no impact on the Group's consolidated financial statements.

Material accounting policy information

The Group also adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) from January 1, 2023. Although the amendments did not result in any changes to the accounting policies themselves, they impacted the accounting policy information disclosed in the financial statements.

The amendments require the disclosure of 'material', rather than 'significant', accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements.

Management reviewed the accounting policies and made updates to the information disclosed below in certain instances in line with the amendments.

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. 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

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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.

7.2. Interests in equity-accounted investees

Interests in joint ventures are accounted for using the equity method. They are recognized 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 recognized 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.

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 translation are generally recognized in profit or loss. However, foreign currency differences arising from the translation of the following items are recognized 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 recognized 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.

9. Financial Instruments

9.1. Non-derivative financial assets

Classification and subsequent measurement

On initial recognition, a financial asset is classified as measured at: amortized 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.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

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A financial asset is measured at amortized 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.

9.2. Non-derivative financial liabilities

Classification and subsequent measurement

Financial liabilities are classified as measured at amortized 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 recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gains or loss on derecognition is also recognized

in profit or loss.

The financial liability related to the three VLCCs under the sale and leaseback agreement entered into on December 30, 2019 and to the Suezmax under the sale and leaseback agreement entered into on December 4, 2023 (see Note 17) is measured at amortized 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.

Any changes in the financial liabilities from remeasurement are recognized through profit or loss.

Derecognition

The Group derecognizes a financial liability when its contractual obligations are discharged, canceled, or expired. The Group also derecognizes 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 recognized at fair value.

Related to the share sale and the fleet sale which was approved on a Special General Meeting, the remaining Euronav fleet was refinanced in a Global Refinancing $1,290 million facility on November 7, 2023. The Company has fully repaid the outstanding liabilities for some loans in the fourth quarter of 2023 (see Note 17).

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid

(including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

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

Derivatives are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss.

The group designated certain derivatives as hedging instruments to hedge the variability in cash flows. The Group entered into interest rate swaps and forward exchange contracts to hedge this risk (see Note 15).

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The Group ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and apply a more qualitative and forward looking approach in assessing hedge effectiveness. On initial designation of the derivative as hedging instrument, the Group formally documents the economic relationship between the hedging instrument(s) and hedged item(s), including the risk management objective(s) and strategy for undertaking the hedge. The Group also documents the methods that will be used to assess the effectiveness of the hedging relationship and makes an assessment whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the cash flows of the respective hedged items during the period for which the hedge is designated.

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

The Group entered into several commodity swaps and futures in connection with its low sulfur fuel oil project. These instruments qualified as hedging instruments. These instruments were measured at their fair value; effective changes in fair value were recognized in OCI and the ineffective portion was recognized in profit or loss during 2020. As from 2021, all changes were recognized in profit or loss. As of the fourth quarter of 2023, the Group did no longer enter into commodity swaps due to the sale of the ULCC Oceania (see Note 15).

Hedges directly affected by the interest rate benchmark reform

The Group has adopted the Phase 2 amendments and retrospectively applied them from January 1, 2021.

When the basis for determining the contractual cash flows of the hedged item or hedging instrument changes as a result of the IBOR reform and therefore there is no longer uncertainty arising about the cash flows of the hedged item or the hedging instrument, the Group amends the hedge documentation of that hedging relationships to reflect the change(s) required by the IBOR reform. For this purpose, the hedge designation is amended only to make one or more of the following changes:

•designating an alternative benchmark rate as the hedged risk;

•updating the description of the hedged item, including the description of the designated portion of the cash flows or fair value being hedged; or

•updating the description of the hedging instrument.

The Group amends the description of the hedging instrument only if the following conditions are met:

•it makes a change required by the IBOR reform by using an approach other than changing the basis for determining the contractual cash flows of the hedging instrument or using another approach that is economically equivalent to changing the basis for determining the contractual cash flows of the original hedging instrument; and

•the original hedging instrument is not derecognized.

The Group amends the formal hedge documentation by the end of the reporting period during which a change required by the IBOR reform is made to the hedged risk, hedged item or hedging instrument. These amendments in the formal hedge documentation do not constitute the discontinuation of the hedging relationship or the designation of a new hedging relationship.

If changes are made in addition to these changes required by the IBOR reform described above, then the Group first considers whether those additional changes result in the discontinuation of the hedge accounting relationship. If the additional changes do not result in the discontinuation of the hedge accounting relationship, then the Group amends the formal hedge documentation as mentioned above. In connection to the $150.0 million facility (see Note 15), the Company has decided to consolidate 12 Interest Rate Swaps (IRSs) into 4 IRSs with effect as from December 29, 2023. The consolidated IRSs will have the average fixed rates of the former IRSs and the consolidated amounts are in line with the sum of the former IRSs. Because there is no change in the future cash flows, the consolidation is not treated as a modification because it does not change the economic relationship between the hedged item (the $150.0 million facility) and the hedging instrument (the IRSs).

When the interest rate benchmark on which the hedged future cash flows had been used is changed as required by the IBOR reform, for the purpose of determining whether the hedged future cash flows are expected to occur, the Group deems that the hedging reserve recognized in OCI for that hedging relationship is based on the alternative benchmark rate on which the hedged future cash flows will be based.

See Note 20 for related disclosures.

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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 recognized 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 recognized in OCI and presented in the hedging reserve in equity. The amount recognized 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 recognized 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 recognized 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. In relation to the refinancing and the repayment of the existing loan facilities in the fourth quarter of 2023, the IRSs have been unwound and have been recognized in the profit or loss (see Note 6 and 15).

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 recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital

When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized 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 recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in retained earnings.

10. Goodwill and intangible assets

10.1. Goodwill

Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, refer to accounting policy 7.1.

After initial recognition goodwill is measured at cost less accumulated impairment losses, refer to accounting policy 12.

10.2. Intangible assets

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization 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. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.

10.3. Subsequent expenditure

Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.

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10.4. Amortization

Amortization is charged to the income statement 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:

•Software: 3 - 5 years

•Customer contracts (service component of the NOC contract): ten years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

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 labor;

•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

•Capitalized borrowing costs.

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 recognized 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 newbuilding 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 capitalized 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 derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.

11.4. Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized 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

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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 those of property and equipment (refer to accounting policy 19).

Vessels and items of property, plant and equipment 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:


-	tankers	20 years
-	FSO/FPSO	30 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 timecharter 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 2023, each vessel's residual value is equal to the product of its lightweight tonnage and an estimated net scrap rate of $390/LDT. This rate was also applied during 2023 for the Suezmax under the sale and leaseback agreement entered into on December 4, 2023 (see Note 17). In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets. The Company has a purchase obligation at the end of the contract. The vessel will be depreciated to the end of its useful life using the same residual value as other vessels in the fleet (i.e. $390/LDT).

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.

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 21), 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. Goodwill is tested annually for impairment.

Tankers

The Group analyzes the following internal and external indicators to assess whether tankers 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 capitalization significantly below net asset value for a prolonged period of time;

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• a significant and unexpected decline in market value of vessels;

• significant adverse effects in the technological, market, economic, legal and regulatory environment, including but not limited to, vessel and crude oil supply and demand trends;

• increases in market interest rates.

Euronav defines its CGU for tankers as a single vessel, unless such vessel is operated in a profit-sharing 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. For assessing value in use, assumptions are made regarding forecast charter rates, using the weighted average of past and ongoing shipping cycles including management judgment for the ongoing cycle and for the weighting factors applied, the weighted average cost of capital (WACC), the useful life of the vessels (20 years for tankers) 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.

Management judgement also took into consideration the long term perspective for the sector, including peak oil and oil demand in the energy mix for the next 20 years using the IEA reports and forecasts.

FSOs

In the context of the valuation of the Group's investments in the respective FSOs, the Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, assumptions are made regarding forecast charter rates, weighted average cost of capital ('WACC'), the useful life of the FSOs (30 years) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to use as a residual value for its 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 value in use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and forecast charter rates are determined using the fixed daily contract rates. The FSO Asia and the FSO Africa were on a five years timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited, until July 22, 2022 and September 22, 2022, respectively. In November 2020, the two joint ventures (TI Asia Ltd and TI Africa Ltd.) signed an extension for ten years in direct continuation of their current contractual service, or until July 21, 2032 and September 21, 2032 respectively. Following this extension of the contract with North Oil Company until 2032, the end of the useful economic life was set equal to the contract end date or approximately 30 years since build date.

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

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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 recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated,

and any equity-accounted investee is no longer equity accounted.

14. Bunker inventory

The Group has been purchasing compliant bunker fuel to store on board of a Euronav vessel, the ULCC Oceania, for future use by its vessels. Bunkers are presented as inventory and are accounted for on a weighted average basis. The cost of inventories comprises of the purchase price, fuel inspection costs and transport and handling costs. The effective portion of the change in fair value of derivatives designated as cash flow hedges of the underlying price index between the date of purchase and the date of delivery is also recognized as an inventory cost. The ineffective portion of the change in fair value of these derivatives is recognized directly in profit or loss. In November 2023 the Company decided to discontinue the bunker storage and offloading program and sold the ULCC Oceania. The vessel has been fully offloaded.

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 bunker oil consumed from that inventory.

The remaining on board of lubricants are classified as deferred charges. As the monthly OPEX charged to the shipowner is recognized progressively as services are delivered and operational expenses incur, the deferred charges allow the matching of lubricant oil costs with the other operational expenses.

Bunker expenses and consumed lubricants are recognized in profit or loss upon consumption.

15. Revenue

15.1. Pool Revenues

Aggregated revenue recognized 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 recognizes 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. Lessors shall classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise a lease is classified as an operating lease.

Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed (refer to accounting policy 17.2). IFRS 16 requires the Group to separate lease and non-lease components, with the lease component qualifying as operating lease under IFRS 16 and the service components accounted for under IFRS 15.

15.3. Spot voyages

As from January 1, 2018, the Group applied IFRS 15. Voyage revenue is recognized 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

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incurred between the date on which the contract was concluded and the next load port. They are then capitalized if they qualify as fulfillment 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 recognized as incurred. As demurrage is often a commercial discussion between Euronav and the charterer, the outcome and total compensation received for the delay is not always certain. As such, Euronav only recognizes the revenue which is highly probable to be received. No revenue is recognized if the collection of the consideration is not highly probable. The amount of revenue recognized is estimated based on historical data. The Group updates its estimate on an annual basis.

Payment is typically done at the end of the voyage. There is no specific financing component.

16. Gain and losses on disposal of vessels

In view of their importance the Group reports capital 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.

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 incremental borrowing rate as the discount rate. The lessee's incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. 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.

The Group has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in the profit or loss if the carrying amount of the right-to-use asset has been reduced to zero.

Lease and non-lease components in the contracts are separated.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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 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. The Group recognizes 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 16.2.). Payments related to service component made under operating leases are also recognized in the income statement over the term of the lease.

The Group sub-leases some of its properties. The sub-lease contracts are classified as finance leases under IFRS 16. For these sub-lease, the right-of-use asset related to the head lease was derecognized and a lease receivable, at an amount equal to the net investment, relating to the sublease is recognized. Subsequently the Group recognizes finance income over the lease term of a finance lease, based on a pattern reflecting a constant periodic rate of return on the net investment and if applicable impairment losses on lease receivable.

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 recognized 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 amortized 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 amortized cost of the liability.

Interest income is recognized in the consolidated statement of profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the consolidated statement of profit or loss on the date that the dividend is declared. Interest income related to finance lease for the subleases is also recognized in the consolidated statement of profit or loss. as a finance income.

The interest expense component of lease liabilities is recognized 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.

The Group has determined that the global minimum top-up tax, which it is required to pay under Pillar Two legislation, is an income tax in the scope of IAS 12. 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.

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. The Group distinguishes two segments: the operation of crude oil tankers in the international markets and the floating storage and offloading operations (FSO). The Group's internal organizational and management structure does not distinguish any geographical segments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

21. 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, 2023 and/or not yet adopted by the European Union as per December 31, 2023 and for which the impact might be relevant:

•IAS 1 Presentation of Financial Statements –

◦Amendments regarding the classification of liabilities as current or non-current (January 2020)

◦Amendments regarding non-current liabilities with covenants (October 2022)

•IFRS 16 Leases - Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022)

•Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023)*

•Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023)*

* Not yet endorsed by the EU as of December 31, 2023

None of the other new standards, interpretations and amendments which have been issued by the IASB and the IFRIC but are not yet effective as per December 31, 2023 and/or not yet adopted by the European Union as per December 31, 2023, are expected to have a material effect on the Group's future financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 2 - Segment reporting

The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (Tankers) on the one hand and the floating production, storage and offloading operations (FSO/FPSO) on the other. These two divisions operate in completely different markets, where in the latter the assets are tailor-made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a large extent standardized.

The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.

The Group has one client in the Tankers segment that represented 6% (timecharter contract) of the Tankers segment total revenue in 2023 (2022: one client which represented 8% (timecharter contract), in 2021 two clients which represented 11% and 10% respectively (timecharter contract)). All the other clients represent less than 6% of total revenues of the Tankers segment. The Group has one client in the FSO segment.

The Group's internal organizational and management structure does not distinguish any geographical segments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Consolidated statement of financial position


(in thousands of USD)	December 31, 2023				December 31, 2022
ASSETS	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total
Vessels	1,434,095	195,475	—	1,629,570	2,846,780	211,153	—	3,057,933
Assets under construction	106,513	—	—	106,513	228,429	—	—	228,429
Right-of-use assets	32,936	—	—	32,936	21,493	—	—	21,493
Other tangible assets	644	—	—	644	762	—	—	762

Intangible assets	94	14,100	—	14,194	89	15,657	—	15,746
Receivables	2,463	—	425	2,888	33,297	1,092	436	34,825
Investments in equity accounted investees	1,366	—	(848)	518	2,249	—	(826)	1,423
Deferred tax assets	280	—	—	280	1,403	—	—	1,403

Total non-current assets	1,578,391	209,575	(423)	1,787,543	3,134,502	227,902	(390)	3,362,014

Total current assets	1,617,572	15,528	(1,363)	1,631,737	591,130	16,311	(382)	607,059

TOTAL ASSETS	3,195,963	225,103	(1,786)	3,419,280	3,725,632	244,213	(772)	3,969,073

EQUITY and LIABILITIES

Total equity	2,261,064	96,309	—	2,357,373	2,076,976	96,489	—	2,173,465

Bank and other loans	256,539	106,121	(425)	362,235	1,141,378	123,290	(425)	1,264,243
Other notes	198,219	—	—	198,219	197,556	—	—	197,556
Other borrowings	71,248	—	—	71,248	71,011	—	—	71,011
Lease liabilities	3,363	—	—	3,363	5,824	—	—	5,824
Other payables	—	146	—	146	—	404	—	404

Employee benefits	1,669	—	—	1,669	1,635	—	—	1,635

Provisions	274	—	—	274	597	—	—	597

Total non-current liabilities	531,312	106,267	(425)	637,154	1,418,001	123,694	(425)	1,541,270

Total current liabilities	403,587	22,527	(1,361)	424,753	230,655	24,030	(347)	254,338

TOTAL EQUITY and LIABILITIES	3,195,963	225,103	(1,786)	3,419,280	3,725,632	244,213	(772)	3,969,073

Consolidated statement of profit or loss

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023


(in thousands of USD)	2023				2022				2021
	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total
Shipping income
Revenue	1,172,725	63,236	(834)	1,235,127	810,122	66,297	(21,750)	854,669	422,649	50,132	(53,011)	419,770
Gains on disposal of vessels/other tangible assets	372,444	—	—	372,444	99,437	—	(3,277)	96,160	15,068	—	—	15,068
Other operating income	17,447	5,879	(10)	23,316	12,208	3,752	(819)	15,141	10,111	2,356	(2,212)	10,255
Total shipping income	1,562,616	69,115	(844)	1,630,887	921,767	70,049	(25,846)	965,970	447,828	52,488	(55,223)	445,093

Operating expenses
Voyage expenses and commissions	(142,090)	—	—	(142,090)	(176,146)	—	959	(175,187)	(122,374)	—	3,566	(118,808)
Vessel operating expenses	(205,013)	(26,855)	835	(231,033)	(202,765)	(19,156)	5,827	(216,094)	(222,087)	(12,381)	13,762	(220,706)
Charter hire expenses	(4,500)	—	—	(4,500)	(5,259)	—	(510)	(5,769)	(6,775)	—	(2,975)	(9,750)
Losses on disposal of vessels/other tangible assets	—	—	—	—	(347)	—	—	(347)	—	—	—	—


Depreciation tangible assets	(203,750)	(15,678)	—	(219,428)	(212,624)	(12,101)	3,149	(221,576)	(347,338)	(9,899)	12,333	(344,904)
Depreciation intangible assets	(56)	(1,556)	—	(1,612)	(108)	(913)	—	(1,021)	(90)	—	—	(90)
General and administrative expenses	(61,934)	(629)	31	(62,532)	(51,323)	(508)	129	(51,702)	(32,441)	(330)	363	(32,408)
Total operating expenses	(617,343)	(44,718)	866	(661,195)	(648,572)	(32,678)	9,554	(671,696)	(731,105)	(22,610)	27,049	(726,666)

RESULT FROM OPERATING ACTIVITIES	945,273	24,397	22	969,692	273,195	37,371	(16,292)	294,274	(283,277)	29,878	(28,174)	(281,573)

Finance income	66,572	596	—	67,168	26,747	313	80	27,140	14,050	—	884	14,934
Finance expenses	(163,516)	(8,381)	—	(171,897)	(128,695)	(4,569)	255	(133,009)	(95,626)	(1,971)	2,056	(95,541)
Net finance expenses	(96,944)	(7,785)	—	(104,729)	(101,948)	(4,256)	335	(105,869)	(81,576)	(1,971)	2,940	(80,607)


Share of profit (loss) of equity accounted investees (net of income tax)	(905)	—	(22)	(927)	92	—	17,558	17,650	380	—	22,596	22,976

Profit (loss) before income tax	847,424	16,612	—	864,036	171,339	33,115	1,601	206,055	(364,473)	27,907	(2,638)	(339,204)

Income tax expense	(2,826)	(3,183)	—	(6,009)	(216)	(987)	(1,601)	(2,804)	427	(2,638)	2,638	427

Profit (loss) for the period	844,598	13,429	—	858,027	171,123	32,128	—	203,251	(364,046)	25,269	—	(338,777)

Attributable to:
Owners of the company	844,598	13,429	—	858,027	171,123	32,128	—	203,251	(364,046)	25,269	—	(338,777)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Summarized consolidated statement of cash flows


(in thousands of USD)	2023				2022				2021
	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total
Net cash from (used in) operating activities	807,865	29,507	8	837,380	230,207	33,474	(8,128)	255,553	(32,132)	35,532	(28,705)	(25,305)
Net cash from (used in) investing activities	869,680	—	—	869,680	(132,942)	(134,402)	108,499	(158,845)	(351,767)	—	(1,479)	(353,246)
Net cash from (used in) financing activities	(1,431,449)	(29,438)	—	(1,460,887)	(65,916)	101,582	(98,561)	(62,895)	(378,528)	(35,259)	787,680	373,893

Capital expenditure	(338,662)	—	—	(338,662)	(395,802)	(144,438)	—	(540,240)	(413,319)	—	—	(413,319)

On June 7, 2022, the Group announced that it has become the full owner of the FSO platform as previously held in its 50-50 joint venture with International Seaways, Inc. (“INSW”). The Group recognized the FSOs Asia and Africa fully due to the acquisition of the remaining 50% in TI Asia and TI Africa for an amount of $223.1 million. The price paid amounted to $129.9 million and was presented under 'Acquisitions of vessels' in the cash flow statement. The transaction was booked as an asset acquisition as the asset concentration test was met under IFRS 3, given that substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset (i.e. the FSO and related lease component in the customer contract). The intangible asset related to the service component in the customer contract (see Note 9) has been separately recorded on the balance sheet as this could not be included in the single identifiable asset related to the FSO. The intangible asset was valued at $16.6 million which did not alter the "substantially all" criterium.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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)	December 31, 2023	December 31, 2022	December 31, 2021
Vessels	870,844	18,459	—
Of which in Tankers segment	870,844	18,459	—
Of which in FSO segment	—	—	—
Corporate	1,032	—	—
Total assets held for sale	871,876	18,459	—


(in thousands of USD)	(Estimated) Net sale price	Book Value	Asset Held For Sale	Impairment Loss	(Expected) Gain
At January 1, 2022	—	—	—	—	—

Assets transferred to assets held for sale
Cap Charles	40,523	18,459	18,459	—	22,064




At December 31, 2022	40,523	18,459	18,459	—	22,064

At January 1, 2023	40,523	18,459	18,459	—	22,064

Assets transferred to assets held for sale
Alice	86,153	61,626	61,626	—	24,528
Anne	86,617	62,820	62,820	—	23,797
Aquitaine	90,453	58,657	58,657	—	31,796
Dominica	82,840	52,826	52,826	—	30,014
Desirade	86,153	56,071	56,071	—	30,082
Alboran	86,503	56,367	56,367	—	30,136
Aral	86,797	56,445	56,445	—	30,352
Andaman	87,130	56,636	56,636	—	30,494
Hatteras	90,337	59,368	59,368	—	30,969
Delos	113,020	83,611	83,611	—	29,409
Doris	113,330	84,438	84,438	—	28,892
Derius	104,670	81,458	81,458	—	23,212
Camus	123,797	92,228	92,228	—	31,569
Oceania	43,120	8,294	8,294	—	34,826
Corporate	2,000	1,031	1,031	—	969

Assets sold from assets held for sale
Cap Charles	(40,523)	(18,459)	(18,459)	—	(22,064)


At December 31, 2023	1,282,920	871,876	871,876	—	411,044

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On December 14, 2022, the Company sold the Suezmax Cap Charles (2006 - 158,881 dwt), for a net sale price of $40.5 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2022, and had a carrying value of $18.5 million as of that date. The vessel was delivered to its new owner on February 16, 2023. Taking into account the sales commission, the net gain on this vessel amounts to $22.1 million and was recorded in the consolidated statement of profit or loss in the first quarter of 2023.

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 $2.35 billion. A total of 11 VLCC tankers have been delivered before December 31, 2023 (see Note 8). 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 $862.6 million. The last vessel (Camus) has been delivered to her new owners on March 19, 2024. The net gain on this transaction amounts approximately $372.7 million and will be recorded in the first quarter of 2024.

Discontinued operations

As of December 31, 2023 and December 31, 2022, the Group had no operations that meet the criteria of a discontinued operation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 4 – Revenue and other operating income



(in thousands of USD)	2023				2022
	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total

Pool Revenue	639,778	—	—	639,778	359,926	—	(6)	359,920
Spot Voyages	434,436	—	—	434,436	377,900	—	(540)	377,360
Revenue from contracts with customers	1,074,214	—	—	1,074,214	737,826	—	(546)	737,280

Time Charters	98,511	63,236	(834)	160,913	72,296	66,297	(21,204)	117,389
Lease income	98,511	63,236	(834)	160,913	72,296	66,297	(21,204)	117,389

Total revenue	1,172,725	63,236	(834)	1,235,127	810,122	66,297	(21,750)	854,669

Other operating income	—	—	—	23,316	—	—	—	15,141


(in thousands of USD)	2021
	Tankers	FSO	Less: Equity-accounted investees	Total

Pool Revenue	136,160	—	11	136,171
Spot Voyages	215,158	—	(2,890)	212,268
Revenue from contracts with customers	351,318	—	(2,879)	348,439

Time Charters	71,331	50,132	(50,132)	71,331
Lease income	71,331	50,132	(50,132)	71,331

Total revenue	422,649	50,132	(53,011)	419,770

Other operating income	—	—	—	10,255

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

The increase in revenue is mainly a result of the significant growth in both pool and spot voyage revenue which is driven by improved freight rates in 2023 compared to 2022.

The increase in revenue from time charters is primarily a result of an increased number of vessels engaged in long-term time charters during 2023 compared to 2022.

Other operating income includes revenues related to the daily standard business operation of the fleet which are not directly attributable to an individual voyage.

In accordance with IFRS16 - Leases, Euronav 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 summarizes the lease and non-lease components of the revenue from time charter-out during the years ended December 31, 2023, 2022 and 2021.

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023


(in thousands of USD)	2023	2022	2021
Lease component of revenue from time charter-out	122,818	91,299	56,273
Non-lease component of revenue from time charter-out	38,095	26,090	15,058
Total lease income	160,913	117,389	71,331

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 5 - Expenses for shipping activities and other expenses from operating activities

Voyage expenses and commissions


(in thousands of USD)	2023	2022	2021
Commissions paid	(15,202)	(14,778)	(8,014)
Bunkers	(101,795)	(131,089)	(84,614)
Other voyage related expenses	(25,093)	(29,320)	(26,180)
Total voyage expenses and commissions	(142,090)	(175,187)	(118,808)

The voyage expenses and commissions, which relate to the Suezmax fleet only, decreased in 2023 compared to 2022. This decrease is primarily attributed to a reduction in bunker related expenses, coupled with a notable downturn in other voyage-related expenditures.

The decrease in bunker cost is mainly related to the decrease in Suezmax vessels on the spot due to the sale of older tonnage

during 2022. The Fuel oil markets in 2023 were relatively flat with price maintaining a range bound trade for the majority of the year. Markets adjusted to the implementation of the G7 price cap on Russian oil by adjusting flows impacting values of HSFO west of the Suez Canal as Russian HSFO moved out of the tradeable pool, and put upward support on VLSFO prices in Asia.

A portion of the bunkers consumed by Euronav vessels are procured through the Company's IMO 2020 fuel compliance program (see Note 12). 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. IMO's initial GHG strategy aims to reduce carbon emissions by 40% by 2030 (IMO 2030) from 2008's levels and at least 50% of the shipping industry's total greenhouse gas emissions by 2050 (IMO 2050).

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.

Vessel operating expenses


(in thousands of USD)	2023	2022	2021
Operating expenses	(210,527)	(199,286)	(204,702)
Insurance	(20,506)	(16,808)	(16,004)
Total vessel operating expenses	(231,033)	(216,094)	(220,706)

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 tankers. In 2023, these expenses were slightly higher compared to 2022, mainly resulting from the acquisition of FSO Asia and FSO Africa which were accounted for 100% in 2023 compared to 50% until June 1, 2022 (joint-venture). Furthermore exchange rate differences in EUR/USD are contributing to an increased opex cost during 2023 compared to 2022.

Insurance costs increased in 2023 compared to 2022 mainly due to the FSO Asia and FSO Africa transaction in June 2022 as well as increased inflation costs.

Charter hire expenses


(in thousands of USD)	2023	2022	2021
Charter hire	(4,500)	(3,912)	(8,473)
Bareboat hire	—	(1,857)	(1,277)
Total charter hire expenses	(4,500)	(5,769)	(9,750)

The charter hire expenses in 2023 are mainly attributable to the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program (see Note 12). The remaining hire is related to the time charter hire days upon delivery of the Suezmaxes Marlin Sardinia and Marlin Somerset recorded as charter hire.

The charter hire expenses in 2022 are entirely attributable to the internal short term time charter agreement with our joint venture Bari Shipholding Ltd. and the hire expenses for the barge (Cougar Satu) in relation to our fuel compliance program

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

(see Note 12). The Group elected to apply the short-term lease exemption and accordingly, the lease payments were recognized as an expense and right-of-use assets and lease liabilities were not recognized.

General and administrative expenses


(in thousands of USD)	2023	2022	2021
Wages and salaries	(10,342)	(8,272)	(7,566)
Social security costs	(1,204)	(1,242)	(1,295)
Provision for employee benefits (Note 18)	140	205	687
Cash-settled share-based payments (Note 24)	—	2,973	(548)
Equity-settled share-based payments (Note 24)	(3,945)	(2,411)	(761)
Other employee benefits	(1,047)	(919)	(1,000)
Employee benefits	(16,398)	(9,666)	(10,482)
Administrative expenses	(42,766)	(37,955)	(18,355)
Tonnage Tax	(3,586)	(4,343)	(3,346)
Claims	(76)	—	(452)
Provisions	294	262	227
Total general and administrative expenses	(62,532)	(51,702)	(32,408)

Average number of full time equivalents (shore staff including shipmanagement)	198.47	192.81	189.05

The general and administrative expenses which include amongst others: shore staff wages (excluding shore staff working entirely on ship management), director fees, office rental, consulting and audit fees and tonnage tax, increased in 2023 compared to 2022. This increase was due to an increase in both employee benefits and administrative expenses.

The increase in administrative expenses is mainly due to an increase in legal and other service fees incurred in relation to the structural changes within the Company as well as the termination fees of the previous Management Board.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 6 - Net finance expense

Recognized in profit or loss


(in thousands of USD)	2023	2022	2021
Interest income	20,620	7,063	1,896
Income on recycling hedges from OCI into P&L	25,749	—	—
Change in fair value of fuel derivatives recognized in P&L	3,210	6,132	1,668
Foreign exchange gains	17,590	13,945	11,370
Finance income	67,168	27,140	14,934


Interest expense on financial liabilities measured at amortized cost	(132,268)	(85,418)	(57,961)
Interest leasing	(631)	(1,237)	(2,378)
Change in fair value of fuel derivatives recognized in P&L	(8,276)	(26,388)	(8,966)
Fair value adjustment on interest rate swaps	37	(507)	(78)
Other financial charges	(13,513)	(5,930)	(14,265)
Foreign exchange losses	(17,246)	(13,529)	(11,893)
Finance expense	(171,897)	(133,009)	(95,541)

Net finance expense recognized in profit or loss	(104,729)	(105,869)	(80,607)

Finance income is higher during the year ended December 31, 2023 compared to December 31, 2022 which is mainly due to the positive impact of the unwinding of the interest rate swaps following the repayment and the termination of the financial liabilities (see Note 17).

Finance expenses increased during the year ended December 31, 2023 compared to December 31, 2022. This is mainly due to an increase in interest expenses on financial liabilities partially offset by a decrease in change in fair value of fuel derivatives recognized through P&L. The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses on bank loans due to a higher average interest rate swaps despite a lower average outstanding debt compared to the period ended December 31, 2022. The decreased expense in change in fair value of fuel derivatives is mainly due to the lower negative result on the fuel derivatives related to the hedging program of the bunker fuel on board of the Oceania.

The increase in other financial charges is mainly due to the refinancing of the previous financial liabilities (see Note 17). Following this transaction, the respective remaining transaction costs of the previous facilities have been expensed immediately in profit and loss.

Interest leasing is the interest on lease liabilities.

The above finance income and expenses include the following in respect of assets (liabilities) not recognized at fair value through profit or loss:


	2023	2022	2021
Total interest income on financial assets	46,368	7,063	1,896
Total interest expense on financial liabilities	(132,268)	(85,418)	(57,961)
Total interest leasing	(631)	(1,237)	(2,378)
Total other financial charges	(13,513)	(5,930)	(14,265)

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Recognized directly in equity


(in thousands of USD)	2023	2022	2021
Foreign currency translation differences for foreign operations	259	(477)	(482)
Cash flow hedges - effective portion of changes in fair value	(6,164)	30,657	9,852

Net finance expense recognized directly in equity	(5,905)	30,180	9,370
Attributable to:
Owners of the Company	(5,905)	30,180	9,370
Net finance expense recognized directly in equity	(5,905)	30,180	9,370
Recognized in:
Translation reserve	259	(477)	(482)
Hedging reserve	(6,164)	30,657	9,852

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 7 - Income tax benefit (expense)


(in thousands of USD)	2023	2022	2021
Current tax
Current period	(4,889)	(1,736)	(206)
Changes related to prior years	7	57	436
Total current tax	(4,881)	(1,680)	230

Deferred tax
Recognition of unused tax losses/(use of tax losses)	(1,146)	(137)	201
Other	18	(987)	(4)
Total deferred tax	(1,128)	(1,124)	197

Total tax benefit/(expense)	(6,009)	(2,804)	427


Reconciliation of effective tax	2023			2022			2021
Profit (loss) before tax			864,036			206,055			(339,204)

Tax at domestic rate	(25.00)	%	(216,009)	(25.00)	%	(51,514)	(25.00)	%	84,801
Effects on tax of :
Tax exempt profit / loss			(4,535)			2,642			4,541
Tax adjustments for previous years			7			57			436
Loss for which no DTA (*) has been recognized			7,586			4,481			27

Non-deductible expenses			(1,602)			(315)			(188)
Use of previously unrecognized tax losses and tax credits			5,283			4,431			4,101
Effect of Tonnage Tax regime			195,768			40,670			(84,881)
Effect of share of profit of equity-accounted investees			(5)			4,389			5,649
Effects of tax regimes in foreign jurisdictions			7,498			(7,645)			(14,059)
Total taxes	(0.70)	%	(6,009)	(1.36)	%	(2,804)	(0.13)	%	427

* Deferred Tax Asset

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, 2023 was $3.6 million (2022: $4.3 million and 2021: $3.3 million) (see Note 5).

The Group operates in various countries which have enacted new legislation to comply with the global minimum top-up tax. Other countries such as Qatar have not enacted the Pillar II legislation yet. The Group expects in the future to be subject to the top-up tax for its operations in Qatar.

The Group operates mainly in the shipping industry. In regard of pillar II, most jurisdictions provide an exclusion for relevant shipping income (= profits earned from the transportation of cargo in international traffic). Currently the Group is in the process of implementing a Pillar II framework and investigating the application of the shipping exclusion in the relevant jurisdictions. This exercise is currently ongoing and subject to further guidance on the application of the shipping exclusion 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 jurisdictions. Therefore, the Group expects that the impact of Pillar II would be limited.

The Group can only provide qualitative information at the reporting date. It's not possible to provide quantitative information as the information cannot be reasonably estimated at the reporting date.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 8 - Property, plant and equipment


(in thousands of USD)	Vessels	Vessels under construction	Right-of-use assets	Other tangible assets	Prepayments	Total PPE
At January 1, 2021
Cost	4,608,326	207,069	113,859	5,189	—	4,934,443
Depreciation & impairment losses	(1,743,018)	—	(60,904)	(3,430)	—	(1,807,352)
Net carrying amount	2,865,308	207,069	52,955	1,759	—	3,127,091

Acquisitions	56,111	356,951	23,476	142	—	436,680

Disposals and cancellations	(39,522)	—	—	—	—	(39,522)

Depreciation charges	(296,837)	—	(47,387)	(680)	—	(344,904)

Transfers	382,727	(382,727)	—	—	—	—
Translation differences	—	—	(43)	(3)	—	(46)
Balance at December 31, 2021	2,967,787	181,293	29,001	1,218	—	3,179,299

At January 1, 2022
Cost	4,875,810	181,293	53,226	5,244	—	5,115,573
Depreciation & impairment losses	(1,908,023)	—	(24,225)	(4,026)	—	(1,936,274)
Net carrying amount	2,967,787	181,293	29,001	1,218	—	3,179,299

Acquisitions	448,850	165,246	14,060	164	—	628,320


Disposals and cancellations	(258,899)	—	—	—	—	(258,899)

Depreciation charges	(199,457)	—	(21,509)	(610)	—	(221,576)
Transfer to assets held for sale	(18,459)	—	—	—	—	(18,459)
Transfers	118,110	(118,110)	—	—	—	—
Translation differences	—	—	(59)	(10)	—	(69)
Balance at December 31, 2022	3,057,932	228,429	21,493	762	—	3,308,616

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 (Note 3)	(870,844)	—	—	—	(1,031)	(871,875)
Transfers	163,543	(163,543)	—	—	—	—
Translation differences	—	—	13	2	—	15
Balance at December 31, 2023	1,629,570	106,513	32,936	644	—	1,769,663

At December 31, 2023
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

In 2022, the Maria, Cap Pierre, Amundsen, Captain Michael, Sonia, Iris, Ingrid, Cap Lara, Alsace, Dalma, Daishan, Hatteras, Ilma, Sienna and Simone have been dry-docked. The VLCCs Iris, Ingrid, Alsace and Ilma have been equipped with scrubber installations during the dry-dock. The cost of planned repairs is capitalized and included under the heading Acquisitions.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

During 2022, two newbuilding Suezmaxes joined our fleet for an aggregate amount of $118.0 million. Cedar (2022 - 157,310 dwt) was delivered on January 7, 2022 and Cypress (2022 - 157,310 dwt) on January 20, 2022. Both were constructed at Daehan Shipbuilding (DHSC) in South Korea. These two vessels were previously reported as vessels under construction as at December 31, 2021.

On April 29, 2022, Euronav announced the purchase of two eco-VLCCs, the Chelsea (2020 – 299,995 dwt) and the Ghillie (2019 – 297,750 dwt), for $179 million in total. They are sisters of our D-class vessels (Delos, (2021 – 300,200 dwt), Diodorus (2021 – 300,200 dwt), Doris (2021 – 300,200 dwt) and Dickens (2021 – 299,550 dwt). These vessels were all built in Korea at Daewoo Shipbuilding & Marine Engineering, are fitted with scrubbers and are the latest generation of ecotype VLCC's. The vessels entered the fleet under their new names Dalis (previously Chelsea) and Derius (previously Ghillie).

As of June 7, 2022, the Group recognized the FSOs Asia and Africa fully in property, plant and equipment due to the acquisition of the remaining 50% in TI Asia and TI Africa for an amount of $223.1 million.

On June 24, 2022, Euronav has declared the options to extend the time charter agreement for the two Suezmaxes Marlin Sardinia and Marlin Somerset with an additional 12 months. This resulted in the recognition of a right-of-use asset of $13.4 million.

It is further noted that for the year ended at December 31, 2022, the depreciation charges decreased significantly compared to previous years. This is related to the re-assessment of the residual value at year end 2021.

During 2023, the Cap Felix, Sapphira, Nautica, Cap Quebec, Hojo, Cap Theodora, Cap Pembroke, Cap Port Arthur, Cap Corpus Christi, Nectar, and Noble have been dry-docked. The VLCCs Hirado and Hojo have been equipped with scrubber installations. The cost of planned repairs and maintenance is capitalized and included under the heading Acquisitions.

In January, February and May 2023, three newbuilding VLCCs joined our fleet. Cassius (2023 - 299,158 dwt) was delivered on January 11, 2023, Camus (2023 - 299,158 dwt) on February 28, 2023 and Clovis (2023 - 299,158 dwt) on May 30, 2023. All three vessels were constructed at Hyundai Samho Heavy Industries (HSHI) in South Korea. These three vessels were previously reported as vessels under construction as at December 31, 2022.

On July 11, 2023 and October 26, 2023 Euronav took delivery of respectively Brugge (2023 - 156,851 dwt) and Brest (2023 - 156,851 dwt). Both vessels were included as vessels under construction as at December 31, 2022.

In the fourth quarter of 2023, Euronav sent a notification letter to exercise the repurchase option included in the Sale and leaseback contract for the VLCC Newton (2009 - 307,284 dwt). The repurchase option amounts to $30 million and resulted in in an increase of the recognized right-of-use asset as per December 31, 2023. The vessel was redelivered to Euronav and the bareboat contract consequently ended on January 22, 2024.

The Group had five vessels under construction at December 31, 2023 for an aggregate amount of $106.5 million (2022: eight vessels under construction). The amounts presented within "vessels under construction" relate to two Eco-type VLCCs and three Eco-Type Suezmaxes. The Group capitalizes borrowing costs related to the financing of the newbuild vessels as reported under vessels under construction (see Note 1.11.1). As per December 31, 2023, the total amount that was capitalized was $6.5 million at an average interest rate of 7%.

F-42


Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Disposal of assets – Gains/losses


(in thousands of USD)	Sale price	Book Value	Gain	Loss
Newton - Sale	35,370	32,953	1,163	—
Filikon - Sale	15,974	6,570	9,404	—
Other	—	—	4,500	—


At December 31, 2021	51,344	39,523	15,068	—

	Sale price	Book Value	Gain	Loss
Sandra - Sale	47,520	47,299	221	—
Sara - Sale	47,520	46,013	1,507	—
Sonia - Sale	50,490	50,837	—	(347)
Simone - Sale	50,490	50,070	420	—
Cap Leon - Sale	19,924	9,081	10,843	—
Cap Pierre - Sale	19,058	11,537	7,521	—
Cap Philippe - Sale	32,046	19,165	12,881	—
Europe - Sale	40,013	5,300	34,713	—
Cap Guillaume - Sale	34,153	19,597	14,556	—
Other	—	—	13,500	—

At December 31, 2022	341,214	258,899	96,161	(347)

	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	—


At December 31, 2023	1,206,636	834,192	372,444	—

On December 14, 2022, the Company sold the Suezmax Cap Charles (2006 - 158,881 DWT) for $40.5 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2022. The vessel was delivered to her new owner on February 16, 2023. A capital gain of $22.1 million has been recognized in the consolidated statement of profit or loss in the first quarter of 2023.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On May 5, 2023, the Company sold the VLCC Nautica (2008 - 307,284 dwt) for $53.9 million. The vessel was delivered to her new owner on July 17, 2023. A capital gain of $27.1 million has been recognized in the consolidated statement of profit or loss in the third quarter of 2023.

Impairment

In previous years, Euronav carefully assessed through a detailed approach if the carrying amounts of the vessels would require an impairment. No impairment was booked so far. In 2021, the Group performed the annual impairment test due to two indicators which triggered the requirement for such test, being the further decline in market rates, and the net operating losses of the Group. In 2023 and 2022, both for the CGUs under the tankers segment and the FSO segment (as defined in Note 2), the Group performed a review of the internal as well as external indicators of impairment to consider whether further testing was necessary.

For the tankers segment, when analysing the potential impairment indicators set out in accounting policy 12.1 and taking into account the strong performance in 2023 and 2022, the stronger share price, and the current elevated freight rates and market values for VLCCs and Suezmaxes, there is no potential indicator for impairment.

The Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. The FSO Asia and FSO Africa are on a ten years timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Energy and Total E&P Golfe Limited, until July 21, 2032 and September 21, 2032 respectively. It is further noted that the contracts remain profitable until the end of the useful lives of both FSOs and therefore, no impairment indicators have been identified. The review of the indicators did not trigger the requirement to perform a more in-depth impairment analysis at December 31, 2023.

Security

All tankers financed with bank loans are subject to a mortgage to secure bank loans (see Note 17).

Capital commitment

As at December 31, 2023 the Group's total capital commitments amounts to $623.8 million (December 31, 2022: $404.1 million capital commitments). These capital commitments relate to five eco-type Suezmaxes and three eco-type VLCCs newbuilding contracts. The capital commitments can be detailed as follows:


(in thousands of USD)	Total	2024	2025	2026
Commitments in respect of VLCCs	314,160	11,220	78,540	224,400
Commitments in respect of Suezmaxes	309,596	188,496	—	121,100
Commitments in respect of FSOs	—	—	—	—
Total	623,756	199,716	78,540	345,500

F-44


Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 9 - Intangible Assets


(in thousands of USD)	Customer contracts	Other intangible assets	Total intangible assets
At January 1, 2022
Cost	—	1,205	1,205
Depreciation	—	(1,019)	(1,019)
Net carrying amount	—	186	186

Acquisitions	16,569	13	16,582
Depreciation charges	(913)	(108)	(1,021)
Translation differences	—	(1)	(1)
Balance at December 31, 2022	15,656	90	15,746

At January 1, 2023
Cost	16,569	1,218	17,787
Depreciation & translation differences	(913)	(1,128)	(2,041)
Net carrying amount	15,656	90	15,746

Acquisitions	—	60	60
Depreciation charges	(1,556)	(56)	(1,612)
Translation differences	—	—	—
Balance at December 31, 2023	14,100	94	14,194

At December 31, 2023
Cost	16,569	1,278	17,847
Depreciation & translation differences	(2,469)	(1,184)	(3,653)
Net carrying amount	14,100	94	14,194

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 $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 other intangible assets are mainly related to software assets.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 10 - Deferred tax assets and liabilities

Recognized deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:


(in thousands of USD)	ASSETS	LIABILITIES	NET

Employee benefits	25	—	25
Unused tax losses & tax credits	60,308	—	60,308
Unremitted earnings	—	(58,930)	(58,930)
	60,333	(58,930)	1,403
Offset	(58,930)	58,930
Balance at December 31, 2022	1,403	—


Employee benefits	44	—	44
Unused tax losses & tax credits	42,178	—	42,178
Unremitted earnings	—	(41,942)	(41,942)
	42,222	(41,942)	280
Offset	(41,942)	41,942
Balance at December 31, 2023	280	—

Unrecognized deferred tax assets and liabilities

Total unrecognized tax losses amount to $114.3 million for 2023 ($120.1 million for 2022) and unused taxable temporary differences amount to $48.6 million (both 2023 and 2022). Deferred tax assets and liabilities have not been recognized in respect of the following items:


(in thousands of USD)	December 31, 2023		December 31, 2022
	ASSETS	LIABILITIES	ASSETS	LIABILITIES
Deductible temporary differences	270	—	261	—
Taxable temporary differences	—	(12,162)	—	(12,162)
Tax losses & tax credits	28,299	—	29,776	—
	28,569	(12,162)	30,037	(12,162)
Offset	(12,162)	12,162	(12,162)	12,162
Total	16,407	—	17,875	—

The unrecognized 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 recognized 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 recognized.

No deferred tax liabilities have been recognized for temporary differences related to vessels for which the Group expects that the reversal of these differences will not have a tax effect.

The Group has applied a temporary mandatory relief from deferred tax accounting for the impact of the Pillar II top-up tax and accounts for it as a current tax when it is incurred.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Movement in deferred tax balances during the year


(in thousands of USD)	Balance at Jan 1, 2021	Recognized in income	Recognized in equity	Other movements	Translation Differences	Balance at Dec 31, 2021

Employee benefits	29	(4)	—	—	(2)	23
Unused tax losses & tax credits	27,650	38,660	—	—	(6)	66,304
Unremitted earnings	(26,322)	(38,459)	—	—	—	(64,781)
Total	1,357	197	—	—	(8)	1,546

	Balance at Jan 1, 2022	Recognized in income	Recognized in equity	Other movements	Translation Differences	Balance at Dec 31, 2022


Employee benefits	23	4	—	—	(2)	25
Unused tax losses & tax credits	66,304	(5,988)	—	—	(8)	60,308
Unremitted earnings	(64,781)	5,851	—	—	—	(58,930)
Reclassification	—	(991)		991	—	—
Total	1,546	(1,124)	—	991	(10)	1,403

	Balance at Jan 1, 2023	Recognized in income	Recognized in equity	Other movements	Translation Differences	Balance at Dec 31, 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

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 11 - Non-current receivables


(in thousands of USD)	December 31, 2023	December 31, 2022
Shareholders loans to joint ventures	2	24
Derivatives	—	18,091
Other non-current receivables	1,622	13,855
Lease receivables	1,263	2,854
Investment	1	1
Total non-current receivables	2,888	34,825

The decrease in derivatives in 2023 compared to December 31, 2022 relates to the unwinding of the Interest Rate Swaps in connection with the Global refinancing (see Note 17).

The decrease in other non-current receivables mainly relates to the issuance of a bank guarantee for the amount of $12.3 million through a cash deposit in the context of the enforcement proceedings lodged by Unicredit on January 15, 2021. The claim was waived by the Court in December, 2023 and the cash deposit has been recovered (see Note 22).

The lease receivables relate to the subleases of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).

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


(in thousands of USD)	December 31, 2023	December 31, 2022
Receivable:
Within two years	2,764	1,591
Between two and three years	—	16,101
Between three and four years	—	—
Between four and five years	—	3,663
More than five years	124	13,470
Total non-current receivables	2,888	34,825

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 12 - Bunker inventory

In addition to bunker fuel stored on board of the Euronav vessels, the Group purchased and stored compliant fuel on board of a Euronav vessel, the ULCC Oceania, so that there was a safe, high quality inventory available for the use of its own fleet. The Group had set up a Bunker Fuel Management Group to manage this fuel oil exposure relating to the IMO 2020 requirements, which require the vessels to operate with low sulfur fuel oil (LSFO), unless equipped with scrubbers. In November 2023, management decided to discontinue the bunker storage and offloading program and sold the ULCC Oceania, which was booked as an asset held for sale as at December 31, 2023 (see Note 3).

The bunker inventory stored on the Oceania was accounted for at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost includes: the purchase price, initial fuel inspection costs, the transport and handling costs for loading the bunker on our vessel and the change in fair value of the derivatives (see Note 15). The change in fair value of commodity derivatives in connection with the bunker fuel management are measured at fair value with fair value changes recognized in the consolidated statement of profit or loss. The Group has no ongoing commodity derivatives as per December 31, 2023.

The cost of the bunker inventory on board of our vessels on the spot (not operating in a pool arrangement) is determined on a first-in, first-out basis.

In the course of 2023, the Company purchased an additional 120,763 metric tonnes (2022: 208,877 metric ton) of compliant fuel for an amount of $72.2 million (2022: $158.8 million) (all costs included). As of December 31, 2023 the carrying amount of the total bunker inventory amounted to $22.5 million (2022: $41.6 million) of which $0.0 million (2022: $19.6 million) was the carrying amount of the bunker inventory related to the purchase and storage of compliant fuel oil inventory on board of the Oceania as it has been fully offloaded in consequence of the sale of the vessel.

The compliant fuel has been fully transferred to our fleet in the course of 2023. As of December 31, 2023 the carrying amount of the bunker inventory on board of our vessels amounted to $22.5 million (2022: $22.0 million). Bunkers delivered to vessels operating in the TI Pool, are sold to the TI Pool at market price and bunkers on board of these pooled vessels are no longer shown as bunker inventory but as trade and other receivables.

In compliance with the accounting policy no write-down had to be considered at the end of December 31, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 13 - Trade and other receivables - current


(in thousands of USD)	December 31, 2023	December 31, 2022
Receivable from contracts with customers	88,544	106,972
Receivable from contracts with customers - TI Pool	169,339	193,945
Accrued income	13,706	11,421
Accrued interest	1,352	2,329
Deferred charges	17,601	20,388
Deferred fulfillment costs	2,278	1,587
Other receivables	11,414	12,578
Lease receivables	1,591	1,699
Derivatives	1,286	15,870
Total trade and other receivables	307,111	366,789

The decrease in receivables from contracts with customers mainly relates to a decrease in market freight rates at year-end 2023 compared to the fourth quarter of 2022.

The decrease in receivables from contracts with customers - TI Pool relates to income to be received by the Group from the Tankers International Pool. These amounts decreased in 2023 mainly due to decreased market freight rates end of 2023 compared to December 31, 2022 and a decrease in number of vessels in the pool in connection with the sale to Frontline.

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. These expenses are deferred according to IFRS 15 Revenue from Contracts with Customers and are amortized on a systematic basis consistent with the pattern of transfer of service.

The lease receivables relate to the sublease of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).

The decrease in derivatives as of December 31, 2023 relates to the unwinding of the Interest Rate Swaps in connection with the Global Refinancing (see Note 17).

For currency and credit risk, we refer to Note 20.

Note 14 - Cash and cash equivalents


(in thousands of USD)	December 31, 2023	December 31, 2022
Bank deposits	182,500	—
Cash at bank and in hand	246,870	179,929
Total	429,370	179,929

Four bank deposits were held at December 31, 2023 in connection with the sale of the vessels to Frontline. All four deposits have been fully repaid during January and February, 2024. No bank deposits were held at December 31, 2022. All cash is in different banks which all have a high credit rating.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 15 - Equity

Number of shares issued


(in shares)	December 31, 2023	December 31, 2022	December 31, 2021
On issue at January 1	220,024,713	220,024,713	220,024,713



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

As at December 31, 2023, the share capital is represented by 220,024,713 shares. The shares have no nominal value.

As at December 31, 2023, the authorized share capital not issued amounts to $83,898,616 (2022 and 2021: $83,898,616) or the equivalent of 77,189,888 shares (2022 and 2021: 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.

Hedging reserve

The hedging instruments were as follows:


	2023
(in thousands of USD)	Notional Value	Fair Value - Assets	Fair Value - Liabilities	Change in FV recognized in OCI	Recycled into P&L
Interest rate swaps
$173.6 million facility - Cap Quebec and Cap Pembroke	—	—	—	(314)	(1,456)
$173.6 million facility - Cap Corpus Christi and Cap Port Arthur	—	—	—	(1,256)	(3,860)
$713.0 million facility	—	—	—	(4,823)	(12,599)
$73.45 million facility - Cedar and Cypress	—	—	—	(298)	(5,167)
$150.0 million facility	93,607	1,286	146	(1,108)	—
$447.0 million facility	—	—	—	1,635	(1,635)


Fx swaps
Fx Euro hedge	—	—	—	—	(1,032)
Total	93,607	1,286	146	(6,164)	(25,749)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023


	2022
(in thousands of USD)	Notional Value	Fair Value - Assets	Fair Value - Liabilities	Change in FV recognized in OCI
Interest rate swaps
$173.6 million facility - Cap Quebec and Cap Pembroke	56,838	1,791	—	4,757
$173.6 million facility - Cap Corpus Christi and Cap Port Arthur	60,164	5,202	—	3,830
$713.0 million facility	223,667	17,819	—	12,859
$73.5 million facility - Cedar and Cypress	71,155	5,465	—	5,465
$150.0 million facility	106,310	2,249	—	2,249

Forward cap contracts
Cap options	—	—	—	466
Fx swaps
Fx Euro hedge	18,398	1,032	—	1,032
Total	536,532	33,558	—	32,293

The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Quebec and Cap Pembroke), entered on March 28, 2018 and April 20, 2018, in two IRSs for a combined notional value of $86.8 million. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS9. 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 underlying $173.6 million facility. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and have been recognized in profit or loss. $(1.8) million has been recognized in total in OCI in 2023.

As part of the fuel hedging program, the Group entered during 2023 and 2022 into several commodity swaps and futures in connection with its low sulfur fuel oil project for a combined notional value of $72.2 million and $158.8 million, respectively. These swaps are used to hedge a potential increase in the index underlying the price of low sulfur fuel between the purchase date and the delivery date of the product, i.e. when the title to the low sulfur fuel is actually transferred. These instruments do not qualify as hedging instruments in a cash flow hedge relationship under IFRS9. The changes in fair value are directly recognized in profit or loss.

The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Corpus Christi and Cap Port Arthur), entered on October 26, 2020 in two IRSs for a combined notional value of $70.1 million with effective date in 2021. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR 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 underlying $173.6 million facility. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and have been recognized in profit or loss. $(5.1) million has been recognized in total in OCI in 2023.

The Group entered in the second half of 2020 in six Interest Rate Swaps (IRSs) for a combined notional value of $237.2 million with effective date in 2021. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate in connection with the $713.0 million sustainability linked loan 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. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and have been recognized in profit or loss. $(17.4) million has been recognized in total in OCI in 2023.

The Group entered on January 26, 2022 into an interest rate swap agreement, in relation to the $73.45 million term loan which had been concluded for the acquisition of the Suezmaxes Cedar and Cypress for a notional value of $73.45 million. This IRS is used to hedge the risk related to the fluctuation of the LIBOR rate and qualifies as hedging instrument in a cash flow hedge relationship under IFRS 9. This instrument has been measured at fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. This IRS is matching the repayment profile of the underlying $73.45 million facility. On November 24, 2023 this hedge has been unwound due to the repayment of the underlying facility and has been recognized in profit or loss. $(5.5) million has been recognized in total in OCI in total in 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

The Group, in connection to the $150.0 million facility raised on June 21, 2022, entered into several Interest Rate Swaps (IRSs) for a combined notional value of $109.4 million. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR 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 29, 2030. The notional value of these instruments at December 31, 2023 amounted to $93.6 million. The fair value of these instruments at December 31, 2023 amounted to $1.1 million (see Note 13 and 19) and $(1.1) million has been recognized in OCI in 2023.

The Group, in connection to the $447.0 million facility raised on December 6, 2022, entered into two Interest Rate Swaps (IRSs) for a combined notional value of $70.0 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. On November 9, 2023 these hedges have been unwound due to the repayment of the underlying facility and has been recognized in profit or loss.

The Group entered on August 22, 2022 into four Fx Swaps to hedge 20% of the short position for 2023 and entered into several Fx Swap transactions during the first half 2023. These Fx Swaps are used to hedge the risk related to the fluctuation of EUR/USD, as a large part of the operational expenses are euro expenses while the income generated is in USD. The hedges 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. All these hedges matured in 2023. $(1.0) million has been recycled into P&L in 2023.

Treasury shares

As of December 31, 2023 Euronav owned 17,790,716 of its own shares, compared to 18,241,181 of shares owned on December 31, 2022. In the twelve months period ended December 31, 2023, Euronav transferred 450,465 shares to members of the Management Board in accordance with the Long Term Incentive Plan 2020, Long Term Incentive Plan 2021, Long Term Incentive Plan 2022 and Long Term Incentive Plan 2023.

Distributions

During its meeting of May 10, 2023, the Supervisory Board of Euronav approved an interim dividend for the first quarter of 2023 of $0.70 per share. The interim dividend of $0.70 per share was payable as from June 20, 2023. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On May 17, 2023, the Annual Shareholders' meeting approved a full year dividend for 2022 of $1.10 per share. This pay out was a combination of a dividend of $0.051 per share and a share premium of $1.049 per share via the issue premium reserve.

During its meeting of August 8, 2023, the Supervisory Board of Euronav approved an interim dividend for the second quarter of 2023 of $0.80 per share. The interim dividend of $0.80 per share was payable as from September 19, 2023. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

During its meeting of November 28, 2023, the Supervisory Board of Euronav approved an interim dividend for the third quarter of 2023 of $0.57 per share. The interim dividend of $0.57 per share was payable as from December 20, 2023. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On March 20, 2024, the Supervisory Board proposed the Annual Shareholders' meeting be held on May 16, 2024, to distribute $4.57 per share to all shareholders. This distribution is proposed as a combination of a dividend (USD 0.27 per share) and a repayment from the share issue premium (USD 4.30 per share). This distribution approach will be optimal for shareholders as the share issuance payment part of the distribution will represent more than 90% of the distribution. This distribution is exempt from any withholding tax. Together with the shareholders distribution already paid for the first quarter of 2023, the second quarter of 2023 and the third quarter of 2023, the proposed distribution would yield a total of $2.07. This proposal would bring the total return to shareholders to $6.64 for the full year 2023.

The total amount of dividends declared in 2023 was $646.3 million ($24.2 million in 2022 and $24.2 million in 2021) and $630.5 million was paid in 2023 ($24.2 million in 2022 and $24.2 million in 2021).

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Long term incentive plan 2015

Long term incentive plan 2017

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017.

Long term incentive plan 2018

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018.

Transaction Based Incentive Plan 2019

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 a transaction-based incentive plan for key management personnel. Under the terms of this TBIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value (FMV) of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.

Long term incentive plan 2019

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2019 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. In total 152,346 RSUs were granted on April 1, 2019.

Long term incentive plan 2020

The Group's Supervisory Board implemented in 2020 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). 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. In total 144,392 RSUs were granted on April 1, 2020.

Long term incentive plan 2021

The Group's Supervisory Board implemented in 2021 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs. 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. In total 193,387 RSUs were granted on April 1, 2021.

Long term incentive plan 2022

The Group's Supervisory Board implemented in 2022 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

of Euronav RSUs. 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. In total 163,022 RSUs were granted on April 1, 2022.

Long term incentive plan 2023

The Group's Supervisory Board implemented in 2023 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs. 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. In total 66,832 RSUs were granted on April 1, 2023.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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 outstanding during the period ended December 31 of each year, calculated as follows:

Result attributable to ordinary shares


	2023	2022	2021
Result for the period (in USD)	858,026,940	203,251,347	(338,777,184)
Weighted average number of ordinary shares	201,901,743	201,747,963	201,677,981
Basic earnings per share (in USD)	4.25	1.01	(1.68)

Weighted average number of ordinary shares


(in shares)	Shares issued	Treasury shares	Shares outstanding	Weighted number of shares
On issue at January 1, 2021	220,024,713	18,346,732	201,677,981	201,677,981
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	—	—	—
Withdrawal of treasury shares	—	—	—	—
Transfer of treasury shares	—	—	—	—
On issue at December 31, 2021	220,024,713	18,346,732	201,677,981	201,677,981

On issue at January 1, 2022	220,024,713	18,346,732	201,677,981	201,677,981
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	—	—	—
Withdrawal of treasury shares	—	—	—	—
Transfer of treasury shares	—	(105,551)	105,551	69,982
On issue at December 31, 2022	220,024,713	18,241,181	201,783,532	201,747,963

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

Diluted earnings per share

For the twelve months ended December 31, 2023, the diluted earnings per share (in USD) amount to 4.25 (2022: 1.01 and 2021: (1.68)). At December 31, 2021, 236,590 options issued under the LTIP 2015 were excluded from the calculation of the diluted weighted average number of shares because these 236,590 options were out-of-the money and have been considered as anti-dilutive. At December 31, 2023 and December 31, 2022, these 236,590 options were not outstanding anymore (see Note 24). At December 31, 2023, no RSUs have been considered as dilutive, as all LTIPs were terminated during 2023 (see Note 24).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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)	2023	2022	2021
Weighted average of ordinary shares outstanding (basic)	201,901,743	201,747,963	201,677,981



Effect of Share-based Payment arrangements	—	246,254	95,259

Weighted average number of ordinary shares (diluted)	201,901,743	201,994,217	201,773,240

There are no more remaining outstanding instruments at December 31, 2023 due to the change of control which caused an accelerated vesting of all RSUs. The RSUs of the LTIP 2019, LTIP 2020 and LTIP 2021 could have given rise to dilution at December 31, 2022 and December 31, 2021.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 17 - Interest-bearing loans and borrowings


(in thousands of USD)	Bank loans	Other notes	Lease liabilities	Other borrowings	Total
More than 5 years	102,419	—	74	—	102,493
Between 1 and 5 years	1,073,416	196,895	16,685	86,198	1,373,194
More than 1 year	1,175,835	196,895	16,759	86,198	1,475,687
Less than 1 year	29,313	67,025	22,292	117,863	236,493
At January 1, 2022	1,205,148	263,920	39,051	204,061	1,712,180

New loans	1,038,450	—	14,060	231,845	1,284,355

Scheduled repayments	(44,470)	(67,200)	(24,290)	(293,171)	(429,131)
Early repayments	(865,000)	—	—	—	(865,000)

Other changes	(945)	836	—	—	(109)
Translation differences	—	—	(142)	(5,873)	(6,015)
Balance at December 31, 2022	1,333,183	197,556	28,679	136,862	1,696,280

More than 5 years	221,304	—	41	—	221,345
Between 1 and 5 years	1,042,938	197,556	5,783	71,011	1,317,288
More than 1 year	1,264,242	197,556	5,824	71,011	1,538,633
Less than 1 year	68,941	—	22,855	65,851	157,647
Balance at December 31, 2022	1,333,183	197,556	28,679	136,862	1,696,280

	Bank loans	Other notes	Lease liabilities	Other borrowings	Total
More than 5 years	221,304	—	41	—	221,345
Between 1 and 5 years	1,042,938	197,556	5,783	71,011	1,317,288
More than 1 year	1,264,242	197,556	5,824	71,011	1,538,633
Less than 1 year	68,941	—	22,855	65,851	157,647
At January 1, 2023	1,333,183	197,556	28,679	136,862	1,696,280

New loans	2,124,850	—	2,312	569,277	2,696,439

Scheduled repayments	(72,644)	—	(21,311)	(544,856)	(638,811)
Early repayments	(2,861,080)	—	—	—	(2,861,080)

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Remeasurement	—	—	27,158	—	27,158
Other changes	4,050	4,396	—	(346)	8,100
Translation differences	—	—	18	2,609	2,627
Balance at December 31, 2023	528,359	201,952	36,856	163,546	930,713

More than 5 years	30,203	—	206	—	30,409
Between 1 and 5 years	332,032	198,219	3,157	71,248	604,656
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
Balance at December 31, 2023	528,359	201,952	36,856	163,546	930,713

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

Bank Loans

On August 19, 2015, the Group entered into a $750.0 million senior secured amortizing revolving credit facility with a syndicate of banks. The facility is available for the purpose of (i) refinancing 21 vessels; (ii) financing four newbuilding VLCCs vessels as well as (iii) Euronav's general corporate and working capital purposes. The credit has been repaid on June 30, 2022 and carried a rate of LIBOR plus a margin of 195 bps.

On December 16, 2016, the Group entered into a $409.5 million senior secured amortizing revolving credit facility for the purpose of refinancing 11 vessels as well as Euronav's general corporate purposes. The credit facility was used to refinance the $500 million senior secured credit facility dated March 25, 2014 and will mature on January 31, 2023 carrying a rate of LIBOR plus a margin of 2.25%. Following the sale and lease back of the VLCC Nautica, Nectar and Noble in December 2019, this facility was reduced by $56.9 million. Following the sale of the VLCC Newton in February 2021, the total revolving credit facility was reduced by $16.3 million. Following the sale of VLCC Sara, Sandra, Sonia in the second quarter of 2022 and Simone in the fourth quarter of 2022, the commitment was reduced by $68.6 million. The credit has been repaid and cancelled on September 30, 2022 and the vessels remaining in the facility VLCC Iris, Ingrid and Ilma were refinanced with the new $377.0 million facility.

On April 7, 2021, the Group entered into an €80 million ($88.4 million) unsecured revolving credit facility. This new facility has been concluded with a range of commercial banks and the support of Gigarant, with sustainability and emission reductions as a component of the margin pricing. A range of measurable sustainability features such as year-on-year reduction in carbon emissions starting from 2021 will be supported by compliance with the Poseidon principles. The facility will have a duration of minimum three years, with two one-year extension options. These extension options have been exercised and facility will mature on April 7, 2026. As of December 31, 2023 and December 31, 2022, the outstanding balance on this facility was $0.0 million and $0.0 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On December 6, 2022, the Group entered into a $377.0 million senior secured amortizing facility comprising a revolving credit facility of up to $307.0 million and a newbuild term loan facility of up to $70.0 million and an upsize term loan facility. The upsize facility of $70 million was concluded on March 17, 2023 for the financing of the newbuild VLCC Camus. The financing had been concluded with a syndicate of banks and Nordea Bank Norge SA acting as Agent and Security Trustee. The credit facility was repaid on December 14, 2023 in relation to the global refinance.

On June 29, 2023 the Group entered into a $190.4 million ECA covered senior secured amortizing loan facility to finance one newbuilding VLCC and three newbuilding Suezmax vessels. The facility was guaranteed with a K-Sure insurance cover. DNB and ING acted as co-agents in the facility and Citibank joined as a Mandated Lead Arranger. The new facility was linked to the sustainability performance of the Company with three sustainability KPI's. The commercial terms included a reduction of the interest rate when the Company achieves its targets in relation to the sustainability KPI's. The facility would have a duration of 12 years with maturity on June 29, 2035. The credit has been repaid and cancelled on December 14, 2023 in relation to the global refinance.

On October 9, 2023, the Company announced that an agreement was found between our two reference shareholders, CMB NV and Frontline plc / Famatown Finance Limited. The reference shareholders 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. The transaction comprises three interdependent agreements:

• CMB will acquire Frontline's 26.12% stake in the Company for $18.43 per share

• Frontline will acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion

• The Company's pending arbitration action against Frontline and affiliates will be terminated

A Special General Meeting was held on November 21, 2023, where the share sale and the fleet sale was approved. Shortly after, the share transfer has materialized and Euronav has started delivering the 24 vessels to Frontline over a period of 2 months. In relation to this transaction, the remaining Euronav fleet was refinanced in a Global Refinancing $1,290 million facility on November 7, 2023 consisting of three facilities: (i) a revolver credit facility up to $725.0 million for the purposes of (a) refinancing the existing facilities relating to the Core Ships and the Transition Ships, (b) refinancing the existing facilities related to the A Fleet, and (c) only after the refinancings described in (a) and (b), for general corporate and working capital purposes; (ii) a transition term loan facility up to $375.0 million for the purposes of (a) refinancing the existing facilities relating to the Core Ships and the Transition Ships, (b) refinancing the Existing Facilities related to the A Fleet; (iii) a newbuild term loan facility up to $190.0 million for the purposes of financing the delivery cost of four newbuild vessels namely Brest, Bristol, Crocus and Clematis. This facility has been accounted for as a new instrument and the previously existing loans have been extinguished. The revolver facility and the newbuild facility have a term of five years and the transition facility has a term of 18 months; and is bearing interest of Term SOFR + a margin of 2.3% - 2.9% per annum. The margin is reset every quarter based on the ratio of net debt to total capitalisation ratio. As of December 31, 2023, the outstanding balance on this facility was $415.7 million.

The company has fully repaid the outstanding liabilities for the following loans in the fourth quarter of 2023:

•Credit facility of $108.5 million with Korea Trade Insurance Corporation (K-sure) as insurer dated April 25, 2017.

•Credit facility of $173.6 million with Kexim, BNP and Credit Agricole Corporate dated March 15, 2018.

•Credit facility of $200.0 million with Nordea dated September 7, 2018.

•Credit facility of $700.0 million with Nordea dated August 28, 2019.

•Sustainability-linked loan of $713.0 million with Nordea dated September 11, 2020.

•Sustainability-linked loan of $73.45 million with DNB dated December 2, 2021.

•Credit facility of $447.0 million with Nordea dated December 6, 2022.

•Credit facility of $190.4 million with DNB dated June 29, 2023.

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Undrawn borrowing facilities

At December 31, 2023, Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to $813.4 million (2022: $671.3 million), of which $79.0 million will mature within 12 months.

Terms and debt repayment schedule

The terms and conditions of outstanding loans were as follows:


(in thousands of USD)				December 31, 2023			December 31, 2022
	Curr	Nominal interest rate	Year of mat.	Facility size	Drawn	Carrying value	Facility size	Drawn	Carrying value






Secured vessels loan 27.1M	USD	LIBOR + 1.95%	2029	—	—	—	24,650	24,650	24,650
Secured vessels loan 81.4M	USD	LIBOR + 1.50%	2029	—	—	—	44,098	44,098	42,960
Secured vessels loan 69.4M	USD	LIBOR + 2.0%	2030	—	—	—	49,751	49,751	49,751
Secured vessels loan 104.2M	USD	LIBOR + 2.0%	2030	—	—	—	67,251	67,251	66,562
Secured vessels Revolving loan 200.0M*	USD	LIBOR + 2.0%	2025	—	—	—	97,376	90,000	89,554

Secured vessels Revolving loan 700.0M*	USD	LIBOR + 1.95%	2026	—	—	—	553,480	470,000	466,211
Secured vessels Revolving loan 713.0M*	USD	LIBOR + 2.30%	2026	—	—	—	582,876	350,756	346,866
Secured vessels loan 73.45M	USD	LIBOR + 1.80%	2028	—	—	—	71,155	71,155	70,730
Unsecured Revolving loan 80M	EUR	LIBOR + 1.50%	2026	88,400	—	(66)	100,000	—	(265)
Secured FSO loan 150M	USD	SOFR + 2.15%	2030	124,809	124,809	123,728	141,747	141,747	140,227
Secured vessels Revolving loan 377.0M*	USD	SOFR + 1.90%	2028	—	—	—	288,276	40,000	35,938
Secured vessels loan Refi - Revolving loan 725.0M*	USD	SOFR + 2.30% - 2.90%	2028	725,000	—	(8,398)	—	—	—
Secured vessels loan Refi - Transition facility 375.0M	USD	SOFR + 2.30% - 2.90%	2025	368,225	368,225	365,662	—	—	—
Secured vessels loan Refi - Newbuild facility 190.0M	USD	SOFR + 2.30% - 2.90%	2028	47,500	47,500	47,433	—	—	—
Total interest-bearing bank loans				1,353,934	540,534	528,359	2,020,659	1,349,408	1,333,183

* 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 20.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Other notes



(in thousands of USD)				December 31, 2023			December 31, 2022
	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	198,219	200,000	200,000	197,556
Total other notes				200,000	200,000	198,219	200,000	200,000	197,556

On September 2, 2021, the Group announced a successful placement of a new $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 $3.3 million are amortized over the lifetime of the instrument using the effective interest rate method. The net proceeds from the bond issue will be used for general corporate purposes and/or refinancing of the old $200 million bond (ISIN: NO0010793888). As part of this transaction Euronav bought back $132 million of the $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 $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 $200 million senior unsecured bonds due September 2026.

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. 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 to €150 million. As of December 31, 2023, the outstanding amount was $87.8 million or €79.1 million (December 31, 2022: $50.7 million or €47.5 million). 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 recognized in the consolidated statement of profit or loss. On December 31, 2023, the fair value of these forward contracts amounted to $1.5 million (December 31, 2022: $0.3 million).

On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cypress (2022 – 157,310). The vessel was sold and was leased back under a 14-year bareboat contract at a rate equal to an amortization element of $13,590 per day per vessel and an interest element based on term SOFR plus 4.35 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. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred asset, and recognized a financial liability equal to the net transfer proceed of $76.9 million. As of December 31, 2023, the outstanding amount was $75.7 million. At the end of the bareboat contract, the Company has a purchase obligation of $7.39 million. Euronav may, at any

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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.

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



(in thousands of USD)	December 31, 2023	December 31, 2022

Less than one year	4,547	22,667
Between one and five years	19,130	11,212
More than five years	52,828	—
Total future lease payables	76,505	33,878

On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cedar (2022 – 157,310) but this vessel was only delivered at January 10, 2024. At the end of December 31, 2023, the Company has a commitment of future lease payments for a total amount of $76.9 million of which $4.5 million is due less than one year, $19.0 million due between one and five years and $53.4 million due more than five years.

Transaction and other financial costs

The heading 'Other changes' in the first table of this footnote reflects the recognition of directly attributable transaction costs as a deduction from the fair value of the corresponding liability, and the subsequent amortization of such costs. In 2023, the Group recognized $16.5 million of amortization of financing costs which was mainly due to the refinancing of the existing financial liabilities. Their respective remaining transaction costs have been expensed in the profit and loss statement. The Group recognized $13.8 million of directly attributable transaction costs as a deduction from the fair value of the $1.3 billion Global refinancing facility entered into November 7, 2023 and $0.7 million of directly attributable transaction costs as a deduction from the fair value of the sale and leaseback of the Suezmax Cypress. Furthermore, the heading 'Other changes' include a change of presentation of accrued interest on instruments measured at amortized cost, previously reported under trade and other payables to a single line item from the instrument itself (see Note 19).

Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2023, compared to 2022 (2023: $(-134.6) million, 2022: $(-85.4) million). The increased interest expenses on financial liabilities are mainly related to an increase in interest expenses on bank loans due to a higher average interest rate despite a lower average outstanding debt compared to the period ended December 31, 2022. Other financial charges increased in 2023 compared to 2022 (2023: $(-13.5) million, 2022: $(-5.9) million) which was mainly due to the refinancing of the previous financial liabilities (see Note 6).

Interest on lease liabilities (2023: $(-0.6) million, 2022: $(-1.2) million) were recognized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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


	Liabilities				Equity
	Loans and borrowings	Other Notes	Other borrowings	Lease liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at January 1, 2022	1,205,148	263,920	204,061	39,051	1,941,697	2,849	(164,104)	180,140	3,672,762

Changes from financing cash flows
Proceeds from loans and borrowings (Note 17)	1,038,450	—	—	—	—	—	—	—	1,038,450
Proceeds from issue of other borrowings (Note 17)	—	—	231,845	—	—	—	—	—	231,845
Proceeds from transfer of treasury shares (Note 15)	—	—	—	—	—	—	1,080	—	1,080
Repayment of sale and leaseback agreement (Note 17)	—	—	(22,667)	—	—	—	—	—	(22,667)

Transaction costs related to loans and borrowings (Note 17)	(5,871)	—	—	—	—	—	—	—	(5,871)
Repayment of borrowings (Note 17)	(909,470)	(67,200)	—	—	—	—	—	—	(976,670)
Repayment of commercial paper (Note 17)	—	—	(279,314)	—	—	—	—	—	(279,314)
Repayment of lease liabilities (Note 17)	—	—	—	(25,527)	—	—	—	—	(25,527)
Dividend paid	—	—	—	—	(24,213)	—	—	—	(24,213)
Total changes from financing cash flows	123,109	(67,200)	(70,136)	(25,527)	(24,213)	—	1,080	—	(62,887)

Other changes
Liability-related


Amortization of transaction costs (Note 17)	4,926	865	—	—	—	—	—	—	5,791
Amortization of above par issuance (Note 17)	—	(57)	—	—	—	—	—	—	(57)
Amortization of below par issuance (Note 17)	—	28	—	—	—	—	—	—	28
New leases (Note 17)	—	—	—	14,060	—	—	—	—	14,060
Interest expense (Note 6)	—	—	8,809	1,237	—	—	—	—	10,046

Translation differences (Note 17)	—	—	(5,873)	(142)	—	—	—	—	(6,015)
Total liability-related other changes	4,926	836	2,936	15,155	—	—	—	—	23,853

Total equity-related other changes (Note 15)	—	—	—	—	—	30,180	—	205,836	236,016

Balance at December 31, 2022	1,333,183	197,556	136,861	28,679	1,917,484	33,029	(163,024)	385,976	3,869,744

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023


	Liabilities				Equity
	Loans and borrowings	Other Notes	Other borrowings	Lease liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at January 1, 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 (Note 17)	2,124,850	—	—	—	—	—	—	—	2,124,850
Proceeds from issue of other borrowings (Note 17)	—	—	569,277	—	—	—	—	—	569,277
Proceeds from transfer of treasury shares (Note 15)	—	—	—	—	—	—	—	—	—

Repayment of sale and leaseback liability (Note 17)	—	—	(96,006)	—	—	—	—	—	(96,006)
Transaction costs related to loans and borrowings (Note 17)	(13,761)	—	(769)	—	—	—	—	—	(14,530)
Repayment of borrowings (Note 17)	(2,933,724)	—	—	—	—	—	—	—	(2,933,724)
Repayment of commercial paper (Note 17)	—	—	(458,272)	—	—	—	—	—	(458,272)
Repayment of lease liabilities (Note 17)	—	—	—	(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)	—	—	(418,733)	(1,460,887)

Other changes
Liability-related


Amortization of transaction costs (Note 17)	15,835	692	4	—	—	—	—	—	16,531
Amortization of above par issuance (Note 17)	—	(57)	—	—	—	—	—	—	(57)
Amortization of below par issuance (Note 17)	—	28	—	—	—	—	—	—	28
New leases (Note 17)	—	—	—	2,312	—	—	—	—	2,312
Remeasurement (Note 17)	—	—	—	27,158	—	—	—	—	27,158
Interest expense (Note 6)	—	—	9,423	631	—	—	—	—	10,054
Translation differences (Note 17)	—	—	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 (Note 15)	—	—	—	—	—	(31,654)	—	840,673	809,019

Balance at December 31, 2023	528,359	201,952	163,546	36,856	1,705,677	1,375	(163,024)	807,916	3,282,657

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 18 - Employee benefits

The amounts recognized in the balance sheet are as follows:


(in thousands of USD)	December 31, 2023	December 31, 2022	December 31, 2021
NET LIABILITY AT BEGINNING OF PERIOD	(1,635)	(6,839)	(7,987)
Recognized in profit or loss	140	2,594	(621)
Recognized in other comprehensive income	(116)	942	1,453
Foreign currency translation differences	(57)	184	316
Reclassification equity-settled LTIPs	—	1,484	—
NET LIABILITY AT END OF PERIOD	(1,669)	(1,635)	(6,839)

Present value of funded obligation	(5,330)	(4,595)	(4,865)
Fair value of plan assets	5,173	4,434	4,224
	(157)	(161)	(641)
Present value of unfunded obligations	(1,512)	(1,474)	(6,198)
NET LIABILITY	(1,669)	(1,635)	(6,839)

Amounts in the balance sheet:
Liabilities	(1,669)	(1,635)	(6,839)
Assets	—	—	—
NET LIABILITY	(1,669)	(1,635)	(6,839)

Liability for defined benefit obligations

The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement. One plan - the Belgian plan - is fully insured through an insurance company. The second and third - French and Greek plans - are uninsured and unfunded. The unfunded obligations at December 31, 2021 also include provisions in respect of LTIP 2017, LTIP 2018, TBIP 2019, LTIP 2019 and LTIP 2020 (see Note 24). At December 31, 2022, the unfunded obligations related to LTIP 2020 and LTIP 2021 were reclassified to equity because these obligations are equity-settled incentive plans (see Note 24).

The Group expects to contribute the following amount to its defined benefit pension plans in 2024: $45,870.

The valuation used for the defined contribution plans is the Projected Unit Credit Cost as prescribed by IAS 19 R.

The Group expects to contribute the following amount to its defined contribution pension plans in 2024: $328,132.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 19 - Trade and other payables


(in thousands of USD)	December 31, 2023	December 31, 2022

Derivatives	146	404
Total non-current other payables	146	404
Trade payables	42,032	24,696
Accrued expenses	43,898	35,212
Accrued payroll	2,724	2,121
Dividends payable	16,301	547
Accrued interest	—	8,910
Deferred income	17,355	17,542
Other payables	1,703	1,441

Total current trade and other payables	124,013	90,469

The increase in trade payables is mainly due to a higher number of outstanding invoices related to two time charter agreements for the vessels Marlin Sardinia and Marlin Somerset, a higher number of outstanding invoices related to bunkers in connection with the vessels redelivered from the pool, and an increase in outstanding invoices from third party service providers.

The increase in accrued expenses as per December 31, 2023 compared to 2022 is mainly due to expenses related to vessels in drydock at year-end, time charter in hire on Marlin Sardinia and Marlin Somerset and an accrual related to severance pay on the Belgian flag vessels sold to Frontline.

The increase in dividends payable relates to the withholding tax payable at year-end on the dividend pay out for coupon 36.

The decrease in accrued interest is due to the change of presentation on instruments at amortized cost (loans, bonds, commercial paper) previously as accrued interest to a single line item on the instrument (see Note 17) as per December 31, 2023.

Deferred income relates to short term balances. The entire prior year balance was recognized in revenue in the current year, and the entire current year balance is expected to be recognized in 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 20 - 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.

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Note 20 - Financial instruments - Fair values and risk management (Continued)


	Carrying amount				Fair value
(in thousands of USD)	Fair value - Hedging instruments	Financial assets at amortized cost	Other financial liabilities	Total	Level 1	Level 2	Level 3	Total
December 31, 2022
Financial assets measured at fair value
Forward exchange contracts (Note 11/13/17)	1,309	—	—	1,309	—	1,309	—	1,309
Interest rate swaps (Note 11/13/17)	32,652	—	—	32,652	—	32,652	—	32,652

	33,961	—	—	33,961

Financial assets not measured at fair value
Non-current receivables (Note 11)	—	13,880	—	13,880	—	—	13,789	13,789
Lease receivables (Note 11)	—	2,854	—	2,854	—	2,268	—	2,268
Trade and other receivables * (Note 13)	—	325,592	—	325,592	—	—	—	—
Cash and cash equivalents (Note 14)	—	179,929	—	179,929	—	—	—	—
	—	522,255	—	522,255

Financial liabilities measured at fair value

Interest rate swaps (Note 19)	404	—	—	404	—	404	—	404
	404	—	—	404

Financial liabilities not measured at fair value
Secured bank loans (Note 17)	—	—	1,333,184	1,333,184	—	1,356,270	—	1,356,270
Unsecured other notes (Note 17)	—	—	197,556	197,556	194,480	—	—	194,480
Other borrowings (Note 17)	—	—	136,862	136,862	—	136,862	—	136,862
Lease liabilities (Note 17)	—	—	28,679	28,679	—	26,778	—	26,778
Trade and other payables * (Note 19)	—	—	72,878	72,878	—	—	—	—

		—	1,769,159	1,769,159

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Note 20 - Financial instruments - Fair values and risk management (Continued)


	Carrying amount				Fair value
	Fair value - Hedging instruments	Financial assets at amortized cost	Other financial liabilities	Total	Level 1	Level 2	Level 3	Total
December 31, 2023
Financial assets measured at fair value
Forward exchange contracts (Note 13 and 17)	1,515	—	—	1,515	—	1,515	—	1,515
Interest rate swaps (Note 13)	1,286	—	—	1,286	—	1,286	—	1,286


	2,801	—	—	2,801

Financial assets not measured at fair value
Non-current receivables (Note 11)	—	1,625	—	1,625	—	—	1,536	1,536
Lease receivables (Note 11 and 13)	—	2,854	—	2,854	—	2,268	—	2,268
Trade and other receivables * (Note 13)	—	279,775	—	279,775	—	—	—	—
Cash and cash equivalents (Note 14)	—	429,370	—	429,370	—	—	—	—
	—	713,624	—	713,624

Financial liabilities measured at fair value

Interest rate swaps (Note 19)	146	—	—	146	—	146	—	146
	146	—	—	146

Financial liabilities not measured at fair value
Secured bank loans (Note 17)	—	—	528,359	528,359	—	540,096	—	540,096

Unsecured other notes (Note 17)	—	—	201,952	201,952	196,563	—	—	196,563
Other borrowings (Note 17)	—	—	163,546	163,546	—	164,261	—	164,261
Lease liabilities (Note 17)	—	—	36,856	36,856	—	33,359	—	33,359
Trade and other payables * (Note 19)	—	—	106,613	106,613	—	—	—	—

	—	—	1,037,326	1,037,326

* Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 13), deferred income and VAT payables (included in other payables) (see Note 19), which are not financial assets (liabilities) are not included.

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Note 20 - Financial instruments - Fair values and risk management (Continued)

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, 2023. 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

Financial instruments not measured at fair value

Type

Valuation Techniques

Significant unobservable inputs

Non-current receivables (consisting primarily of shareholders' loans)

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

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Note 20 - Financial instruments - Fair values and risk management (Continued)

Transfers between Level 1, 2 and 3

There were no transfers between these levels in 2022 and 2023.

Financial risk management

In the course of its normal business, the Group is exposed to the following risks:

•Credit risk

•Liquidity risk

•Market risk (Tanker market risk, interest rate risk, currency risk and commodity risk)

The Company's Supervisory Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Supervisory Board has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Supervisory Board on its activities.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.

Credit risk

Trade and other receivables

The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. All trade and other receivables were with oil majors within the same industry but with a geographic spread and a different business focus. 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 2022. In particular, the client representing 6% of the Tankers segment's total revenue in 2023 (see Note 2) only represented 4.23% of the total trade and other receivables at December 31, 2023 (2022: one client representing 1.17%). 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:

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(in thousands of USD)	2023	2022
Not past due	266,613	320,823
Past due 0-30 days	12,060	16,560
Past due 31-365 days	26,781	26,820
More than one year	1,656	2,585
Total trade and other receivables	307,111	366,789

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, 2023 55.14% (2022: 52.88%) 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, 2023 mainly consist of lease receivables and other non-current receivables. Non-current receivables as at December 31, 2022 mainly consist of derivatives which relate to the fair market value of Interest Rate Swaps (see Note 11).

Cash and cash equivalents

The Group held cash and cash equivalents of $429.4 million at December 31, 2023 (2022: $179.9 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

The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 30, 2019, the Group issued a guarantee to the buyer of the three VLCCs in relation to the sale and leaseback transaction (see Note 17) whereby the VLCCs were leased back in a subsidiary under a 54-months bareboat contract. At December 4, 2023, the Group issued a guarantee to the buyer of the Suezmax Cypres (2022 - 157,310 dwt) in relation to the sale and leaseback transaction (see Note 17) whereby the Suezmax was leased back in a subsidiary under a 14-year bareboat contract. At December 31, 2023, the guarantees towards TI Africa and TI Asia (for the full 100% due to the acquisition of the remaining 50%) were still outstanding but have not been called upon.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.

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Note 20 - Financial instruments - Fair values and risk management (Continued)

The following are the remaining contractual maturities of financial liabilities:


	Contractual cash flows December 31, 2022
(in thousands of USD)	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 (Note 17)	1,530,739	1,819,230	278,311	1,349,384	191,534
Other borrowings (Note 17)	136,862	154,292	73,330	80,962	—
Lease liabilities (Note 17)	28,679	29,745	23,624	6,080	41
Current trade and other payables * (Note 19)	72,878	72,878	72,878	—	—

	1,769,158	2,076,144	448,144	1,436,426	191,575

Derivative financial liabilities
Interest rate swaps (Note 19)	404	9	(1,359)	1,152	216

	404	9	(1,359)	1,152	216

	Contractual cash flows December 31, 2023
	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 (Note 17)	730,311	837,126	217,328	587,681	32,117
Other borrowings (Note 17)	163,546	214,641	99,058	40,363	75,220
Lease liabilities (Note 17)	36,856	37,732	33,806	3,651	276
Current trade and other payables * (Note 19)	106,613	106,613	106,613	—	—

	1,037,326	1,196,112	456,805	631,694	107,613

Derivative financial liabilities
Interest rate swaps (Note 19)	146	(9)	(876)	797	70

	146	(9)	(876)	797	70

* Deferred income and VAT payables (included in other payables) (see Note 19), which are not financial liabilities, are not included.

The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, please see "capital management" below.

The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.

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Market risk

Managing interest rate benchmark reform and associated risks

Overview

A fundamental reform of major interest rate benchmarks is being undertaken globally, including the replacement of some interbank offered rates (IBORs) with alternative nearly risk-free rates (RFR) (referred to as ‘IBOR reform'). The Group had exposures to IBORs on its financial instruments that has been replaced or reformed as part of these market-wide initiatives. As at December 31, 2023 new financial instruments concluded during 2023 have an alternative reference rate for US dollar LIBOR which is the Secured Overnight Financing Rate (SOFR). In 2022, the Group did not undertake amendments to its existing financial instruments as at December 31, 2021 with contractual terms indexed to IBORs. As announced by the Financial Conduct Authority (FCA) in early 2022, the panel bank submissions for US dollar LIBOR ceased in mid-2023. The Group anticipates that IBOR reform impacts its risk management and hedge accounting. In addition, the FCA announced in early 2023 that the one-, three- and six-month synthetic US dollar LIBOR settings will cease on September 30, 2024.

Derivatives

The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities. Derivatives are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss. The group designated certain derivatives as hedging instruments to hedge the variability in cash flows. The Group entered into interest rate swaps and forward exchange contracts to hedge this risk (see Note 15).

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

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

The Group's exposure to USD SOFR designated in hedging relationships is $93.6 million nominal amount at December 31, 2023 (see Note 15), representing the nominal amount of the four interest rate swaps maturing in 2030.

Hedge Accounting

of the respective hedged items during the period for which the hedge is designated.

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

As at December 31, 2023, all existing financial instruments are indexed to USD SOFR.

Tanker market risk

The spot tanker freight market is a highly volatile global market and the Group cannot predict what the market will be without significant uncertainty. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter contracts. The proportion of vessels operated on the spot vary according to the many factors affecting both the spot and fixed time charter contract markets.

Every increase (decrease) of $1,000 on the spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by the amounts shown below:


(effect in thousands of USD)	2023		2022		2021
	Profit or loss		Profit or loss		Profit or loss
	$1,000	$1,000	$1,000	$1,000	$1,000	$1,000
	Increase	Decrease	Increase	Decrease	Increase	Decrease
	20,252	(20,252)	21,348	(21,348)	21,270	(21,270)

Interest rate risk

Euronav interest rate management general policy is to borrow at floating interest rates based on SOFR plus a margin. The Euronav 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, 2023 and December 31, 2022, the Group had such instruments in place and approximately 17% and 46% of the floating interest rates have been hedged, respectively.

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Note 20 - Financial instruments - Fair values and risk management (Continued)

At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:


(in thousands of USD)	2023	2022
FIXED RATE INSTRUMENTS
Financial assets	850	850
Financial liabilities	238,808	312,434
	239,658	313,284

VARIABLE RATE INSTRUMENTS
Financial liabilities	691,905	1,383,847
	691,905	1,383,847

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.

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	Profit or Loss		Equity
	50 BP	50 BP	50 BP	50 BP
(effect in thousands of USD)	Increase	Decrease	Increase	Decrease
December 31, 2021
Variable rate instruments	(6,606)	2,133	—	—
Interest rate swaps	—	—	4,594	(4,222)
Cash Flow Sensitivity (Net)	(6,606)	2,133	4,594	(4,222)

December 31, 2022
Variable rate instruments	(7,784)	6,466	—	—
Interest rate swaps	—	—	4,710	(6,839)
Cash Flow Sensitivity (Net)	(7,784)	6,466	4,710	(6,839)

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

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 2023 about 19.1% (2022: 15.4% and 2021: 13.9%) of the Group's total operating expenses were incurred in Euros. Revenue and borrowings are expressed in USD only, except for instruments issued under the Treasury Notes Program (Note 17).


(in thousands of USD)	December 31, 2023		December 31, 2022		December 31, 2021
	EUR	USD	EUR	USD	EUR	USD
Trade payables	(5,888)	(36,144)	(6,653)	(18,043)	(5,680)	(20,332)
Operating expenses	(122,878)	(538,317)	(103,339)	(568,357)	(101,039)	(625,627)
Treasury Notes	(87,106)	(700)	(50,664)	—	(104,006)	—

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

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Note 20 - Financial instruments - Fair values and risk management (Continued)

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)	2023	2022	2021
Equity	607	648	683
Profit or loss	(13,356)	(10,994)	(9,573)

A 10 percent weakening of the EUR against the USD at December 31, would have had the equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant.

Cash flow hedges

At December 31, 2023, the Group held the following instruments to hedge exposures to changes in interest rates:



	Maturity
(in thousands of USD)	1-6 months		6-12 months		More than 1 year

Interest rate risk
Interest rate swaps
Net exposure	(22,916)		(18,039)		(50,392)
Average fixed interest rate	3.26	%	3.26	%	3.26	%

At December 31, 2022, the Group held the following instruments to hedge exposures to changes in interest rates:



	Maturity
(in thousands of USD)	1-6 months		6-12 months		More than 1 year

Interest rate risk
Interest rate swaps
Net exposure	(41,048)		(38,879)		(167,966)
Average fixed interest rate	1.42	%	1.41	%	1.40	%

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

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	December 31, 2023			December 31, 2022
(in thousands of USD)	Change in value used for calculating hedge ineffectiveness	Recycled into P&L	Cash flow hedge reserve	Change in value used for calculating hedge ineffectiveness	Cash flow hedge reserve

Interest rate risk
Variable-rate instruments	6,164	24,717	1,140	(29,159)	32,021
Cap option	—	—	—	(466)	—
Fx rate risk
Fx Swaps	—	1,032	—	(1,032)	1,032

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



	2023				During the period 2023
(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 recognized in OCI	Recycled into P&L	Hedge ineffectiveness recognized in profit or loss	Line item in profit or loss that includes hedge ineffectiveness

Interest rate risk
Interest rate swaps	93,607	1,286	146	Trade and other current receivables, Non-current other payables	(6,164)	(24,717)	37	Finance expenses

Fx rate risk
Fx Swaps	—	—	—	Trade and other current receivables	—	(1,032)	—	Finance expenses

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	2022				During the period 2022
(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 recognized in OCI	Hedge ineffectiveness recognized in profit or loss	Line item in profit or loss that includes hedge ineffectiveness

Interest rate risk
Interest rate swaps	518,133	32,929	404	Non-current receivables, Trade and other current receivables, Trade and other current payables	29,159	(507)	Finance expenses
Cap options	—	—	—	Trade and other receivables	466	—	Finance expenses
Fx rate risk
Fx swaps	18,398	1,032	—	Trade and other current receivables	1,032	—	Finance expenses

During 2023 the hedges which were unwound, were classified from hedging reserve to profit or loss for a total amount of $24.7 million. During 2022, no amounts were reclassified from hedging reserve to profit or loss.

The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting:



(in thousands of USD)						Hedging reserve

Balance at January 1, 2023						33,053
Cash flow hedges
Change in fair value interest rate risk						(6,164)
Recycled into P&L						(25,749)
Change in fair value fx risk						—
Balance at December 31, 2023						1,140

Balance at January 1, 2022						2,396
Cash flow hedges
Change in fair value interest rate risk						29,625
Change in fair value fx risk						1,032
Balance at December 31, 2022						33,053

Master netting or similar agreements

The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.

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Capital management

The Company considers equity (Note 15) and borrowings (Note 17) to be capital, and manages it as follows.

Euronav is continuously seeking to optimize its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities:

•an amount of current assets that, on a consolidated basis, exceeds current liabilities. Current assets may include undrawn amounts of any committed revolving credit facilities and credit lines having a maturity of more than one year;

•an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of the Group's total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;

•an amount of cash of at least $30.0 million; and

•a ratio of Stockholders' Equity to Total Assets of at least 30%

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 Euronav. In certain existing financing arrangements (e.g., €80,000,000 facility agreement) the threshold would be 30%+1 of the shares or voting rights in Euronav.

The transaction comprised three interdependent agreements:

• CMB to acquire Frontline's 26.12% stake in the Company for $18.43 per share;

• Frontline to acquire 24 VLCC tankers from the Euronav fleet for $2.35 billion;

• The Company's pending arbitration action against Frontline and affiliates to be terminated.

The transaction was effected on November 22, 2023 when CMB NV, after acquiring the shares of Frontline plc/Famatown Finance Limited, owned 49.05% of the company's issued shares (representing 53% of the voting rights in Euronav). The transaction did not trigger the change of control in the financing agreements because Saverco, which is the holding company of CMB NV is a permitted holder in the change of control clauses in the respective financing agreements, including the senior unsecured $200 million bond where no put-option event was triggered. Under the bond, the occurrence of a CoC by a person or group of persons acting in concert other than Saverco or Victrix would trigger a put option event,

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Note 20 - Financial instruments - Fair values and risk management (Continued)

allowing each bondholder to require that Euronav Luxembourg SA (Euronav Luxembourg) purchases all or some of the bonds held by that bondholder at a price equal to 101% per cent of the nominal amount (i.e., at a premium of 1%).

The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:

•effect changes in management of the Group's vessels;

•transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;

•declare and pay dividends; and

•incur additional indebtedness.

A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level where the Group is in compliance with loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.

adversely affect our ability to conduct our business.

As of December 31, 2023, December 31, 2022 and December 31, 2021, 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, 2023, as described above:

1.current assets on a consolidated basis (including available credit lines of $813.4 million) exceeded current liabilities by $2,020.4 million,

2.aggregated cash was $1,242.8 million,

3.cash was $429.4 million and

4.ratio of Stockholders' Equity to Total Assets was 68.9%.

The previous dividend policy targeted each quarter, applicable as of the first quarter 2020, to return 80% of the net income (including the fixed element of $3 cents per quarter) to shareholders. This return to shareholders would primarily be in the form of a cash dividend and the Company always looked at share buyback as an alternative if it believed more value could be created for shareholders. The calculation did not include capital gains (reserved for fleet renewal) but included capital losses and the policy was at all times subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. On the Supervisory Board meeting on December 5, 2023, the Board decided

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to amend the dividend policy to a full discretionary dividend policy as it believes this approach offers the required flexibility to manage the Company in light of its new strategy. The new dividend policy is applicable from the next dividend payment decision.

As part of its capital allocation strategy, Euronav has the option of buying its own shares back should the Supervisory Board and Management Board believe that there is a substantial value disconnect between the share price and the real value of the Company. This return of capital is in addition to the fixed dividend of $0.12 per share paid each year. During 2023, Euronav transferred 450,465 shares to members of the Management Board in accordance with the Long Term Incentive Plan 2020, Long Term Incentive Plan 2021, Long Term Incentive Plan 2022 and Long Term Incentive Plan 2023. The Company owned 17,790,716 own shares (8.09% of the total outstanding shares) at year-end.

Commodity risk

The Group has been purchasing compliant bunker fuel for future consumption by its vessels. In order to fix the price of the fuel bought the Company has used swaps and futures to hedge the risk between decision of buying the fuel and receiving and paying the cargo. These swaps and futures were designated as cash flow hedges of the variability in the price of bunker between the order date and the fixing date. At year-end, all fuel was received. The Group remains exposed to the risk of decrease in bunker fuel on the spot market below the weighted average purchase price.

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Note 21 - Leases

Leases as lessee

For the four bareboat charters for the vessels Nautilus, Nucleus, Neptun and Navarin, the Group recognized a right-of-use asset and lease liability which was the present value at January 1, 2019 of the future lease payments. The right-of-use asset, on January 1, 2019, was measured based on the transition option to align the value of the right of use asset to that of the lease liability. The right-of-use asset was adjusted for the effect of a previously deferred gain on the sale and leaseback of these vessels and was depreciated over the remaining lease term till December 15, 2021.

Under these leaseback agreements there was a seller's credit of $4.5 million of the sale price that became immediately due and payable by the owners upon sale of the vessel during the charter period and shall be paid out of the sales proceeds. It also became due to the extent of 50% of the (positive) difference between the fair market value of the vessels at the end of the leaseback agreements and $17.5 million (for the oldest VLCC) or $19.5 million (for the other vessels). As the first vessel (Nautilus) was redelivered on December 15, 2021, $4.5 million was recognized in the fourth quarter of 2021 in profit or loss, whereas the remaining $13.5 million for the other three vessels were recognized in the first quarter of 2022 at the moment of redelivery.

Furthermore, the Group provided a residual guarantee to the owners in the aggregate amount of up to $20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split, if a vessel was sold at charter expiry they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between $26.5 million and $32.5 million (for the oldest VLCC) or between $28.5 million and $34.5 million (for the other vessels). This residual guarantee and profit split were not applicable at the moment of redelivery of the vessels.

On October 27, 2020 and November 6, 2020, the Company entered into a time charter agreement for two Suezmaxes. The two Suezmaxes are the Marlin Sardinia (2019 - 156,607) and the Marlin Somerset (2019 - 156,620). The time charter contracts have a duration of 24-months with an option for an additional 12 months, which should be declared no later than 20 months after delivery, at a rate of $25,000 per day per vessel for the firm 24-months period and $26,500 per day per vessel for the optional 12-months period. Owners have a right to sell the vessel during the firm and optional period of the charter and transfer the remaining charter to the new owners by way of novation agreement. In accordance with IFRS, the Group recognized a right-of-use asset and lease liability. On June 24, 2022, Euronav has declared the options to extend the time charter agreement for the two Suezmaxes with an additional 12 months. This resulted in the recognition of an additional right-of-use asset and lease liability (see Note 8 and 17). In the fourth quarter of 2023 the vessels were redelivered.

On February 23, 2021, the Company entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company has leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. 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 $30.0 million and vessel has been delivered on January 22, 2024.

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


(in thousands of USD)	December 31, 2023	December 31, 2022
Less than 1 year	30,495	25,955
Between 1 and 5 years	—	1,170

Total future lease payments	30,495	27,125

For the office leases in Belgium, France, Greece, Hong Kong, Singapore, UK and US, which have an average lease term till November 2025, 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 recognized as an expense.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 21 - Leases (Continued)

Right-of-use assets



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

Balance at January 1, 2022	15,792	10,358	2,306	545	29,001
Additions to right-of-use assets	—	13,597	408	55	14,060
Depreciation charge for the year	(7,371)	(12,874)	(1,022)	(242)	(21,509)

Translation differences	—	—	(52)	(7)	(59)

Balance at December 31, 2022	8,421	11,081	1,640	351	21,493


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

Balance at January 1, 2023	8,421	11,081	1,640	351	21,493
Additions to right-of-use assets	—	—	2,312	—	2,312
Depreciation charge for the year	(7,371)	(9,438)	(1,018)	(212)	(18,040)
Derecognition of right-of-use assets	—	—	(445)	—	(445)
Remeasurement	29,245	(1,642)	—	—	27,603
Translation differences	—	—	11	2	13

Balance at December 31, 2023	30,295	—	2,499	141	32,936

Amounts recognized in profit or loss



(in thousands of USD)	2023	2022
Interest on lease liabilities	(631)	(1,237)
Depreciation right-of-use assets	(18,040)	(21,509)


Low-value leases	(451)	(173)

Amounts recognized in statement of cash flows



(in thousands of USD)	2023	2022

Total cash outflow for leases	(21,942)	(25,527)
Total cash inflow for leases	1,706	2,036

Extension options

On June 24, 2022, Euronav declared the options to extend the time charter agreement for the two Suezmaxes Marlin Sardinia and Marlin Somerset with an additional 12 months. These Suezmaxes have been redelivered in the fourth quarter of 2023. At December 31, 2023, there were no material extension options in the property leases which could be exercised by the Group.

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)	December 31, 2023	December 31, 2022
Less than one year	162,100	121,978
Between one and five years	300,183	326,228
More than five years	241,383	306,505
Total future lease receivables	703,666	754,710

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 21 - Leases (Continued)

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)	2023	2022
Lease component of revenue from time charter-out	457,750	487,686
Non-lease component of revenue from time charter-out	245,916	267,024
Total future lease receivables	703,666	754,710

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.

Vessels employed by the TI Pool do not meet the definition of a lease under IFRS 16 and accordingly revenue generated in the Pool is accounted for under IFRS 15 Revenue from Contracts with Customers.

Further the Group subleases office space to third parties in certain leased offices of Euronav UK and Euronav MI II Inc (formerly Gener8 Maritime Inc.). The Group recognized at January 1, 2019 $11.4 million lease receivables related to sublease agreements that qualify as finance lease. The sublease of the office of Euronav UK ended April 30, 2023.

The following table sets out a maturity analysis of the lease receivables related to the subleased office space, showing the undiscounted sublease payments to be received after the reporting date.


(in thousands of USD)	December 31, 2023	December 31, 2022
Less than 1 year	1,689	1,869
One to two years	1,285	1,689
Two to three years	—	1,285



Total undiscounted lease receivables	2,974	4,843

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 22 - Provisions and contingencies


(in thousands of USD)	Onerous contract	Total

Balance at January 1, 2022	1,154	1,154


Provisions used during the year	(261)	(261)
Balance at December 31, 2022	892	892

Non-current	597	597
Current	295	295
Total	892	892

Balance at January 1, 2023	892	892


Provisions used during the year	(294)	(294)
Balance at December 31, 2023	598	598

Non-current	274	274
Current	324	324
Total	598	598

In 2004, Gener8 Maritime Subsidiary II Inc. entered into a non-cancellable lease for office space. This lease started on December 1, 2004 and would have expired on September 30, 2020. On July 14, 2015 this lease was extended for an additional five years until September 30, 2025. The facilities have been sub-let starting on December 1, 2018 for the remaining lease term, but changes in market conditions have meant that the rental income is lower than the rental expense. The obligation for the future payments, net of expected rental income, has been provided for.

The Group was involved in a litigation. The claim was submitted on January 15, 2021 by Unicredit Bank in London with the High Court of Justice of England and Wales. The claim related to an alleged misdelivery of 101,809 metric tons of low sulfur fuel oil that was transported by the Suezmax vessel, Sienna. The case went to Trial in London in March 2022 and judgement was handed down in April 2022. Euronav were successful in defending the claims which were dismissed with costs awarded to Euronav. Unicredit however filed an application and received permission to appeal the decision of the Commercial Court judge, Mrs Justice Moulder. The Court of Appeal hearing took place on March 28 and 29, 2023. Euronav again was successful in defending the claims which were dismissed. Unicredit filed an application but was not granted permission to take the case to the Supreme Court, which ended the file.

The Group is currently involved in a litigation. RMK Maritime (RMK) has commenced legal proceedings in the London High Court against Euronav seeking $12,993,720 in damages in relation to unpaid advisory services provided by RMK to Euronav concerning its merger with Gener8 in 2016 and 2017. RMK are trying to argue that they are entitled to additional compensation beyond the sums they agreed to accept in a written Advisory Agreement. RMK issued the legal proceedings on September 30, 2022, Euronav's defense was served on December 29, 2022 and the hearing is scheduled for May 2025. Management believes that RMK faces a heavy burden to persuade a Court that they should be entitled to additional remuneration in view of the clear terms of the written Advisory Agreement. Based on an external legal advice, management believes that it has strong arguments that the risk of an outflow is less than probable and therefore no provision is recognized.

Euronav Shipping NV entered on March 20, 2023, a storage contract with Silk Straits.SDN BHD ("Silk Straits"). Pursuant to a back-to-back agreement, Silk Straits has sublet some cargo tanks to Black Swan Petroleum DMCC ("Black Swan"). Black Swan loaded a cargo, purportedly being of Iraqi origin ("the Oil"), using MT ABYSS. Euronav received notice from United Against Nuclear Iran that the Oil was alleged from Iranian origin and therefore in breach of US sanctions. Euronav cooperated with the Department of Justice of the US ("DOJ") which resulted in the delivery of the Oil to the US. Black Swan started proceedings against Euronav in Malaysia for misdelivery of the cargo. As security, they arrested Oceania and to release the vessel, Euronav has posted a cash security ($45,711,840) with the Malaysian Court in January, 2024. The cash security equals the claimed amount from Black Swan and was required to lift the arrest of the vessel. Euronav started arbitration proceedings against Black Swan in London. Euronav has also commenced arbitration proceedings against Silk Straits. The proceedings are at an early stage and therefore management decided no provision is to be recognized for now.

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 23 - Related parties

Identity of related parties

The Group has a related party relationship with its shareholders, subsidiaries (see Note 25) and equity-accounted investees (see Note 26) and with its directors and executive officers (see Note 24).

Shareholders

The shareholders in Euronav 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 (see Note 1, 3, 8, 17 and 24). At December 31, 2023, Euronav has one major shareholder CMB, owning 49.05% of the equity representing 53.0% 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 both related parties:

a.For CMB we refer to:

i.Fuel swap: Euronav has obtained a ruling to include bunker fuel stored by the company (Note 12) under the tonnage tax regime. This ruling also allows the execution of physical swaps, currently executed with CMB since 2019. The swap agreement was extended to CMB NV, Bocimar International NV and Bocimar Hong Kong Ltd. In the course of 2023, a total of 19,894 metric tons (2022: 23,537 metric tons and 2021: 44,451 metric tons) of compliant bunker fuel oil was swapped with these parties.

ii.The Group leases office space in Belgium from Reslea N.V., an entity jointly controlled by CMB. Under this lease, the Group paid an annual rent of $334,692.5 in 2023 (2022: $419,526 and 2021: $356,729). This lease expires on August 31, 2024.

b.For Famatown / Hemen / Frontline: Euronav has entered into a time charter agreement for two Suezmaxes in the fourth quarter of 2020 (see Note 21). The charter party is Trafigura whereas vessels have been bought in the meanwhile by the Fredriksen Group. Contract matured in the fourth quarter of 2023.

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:


(in thousands of EUR)	2023	2022	2021
Total remuneration	1,441	977	977

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 summarized as follows:


(in thousands of EUR)	2023	2022	2021
Total fixed remuneration	2,456	2,724	2,068
of which
Cost of pension	24	28	28
Other benefits	—	810	—

Total variable remuneration	8,500	7,320	1,606
of which
Share-based payments	3,218	5,757	911
Termination benefits	3,642	—	—

All amounts mentioned refer to the Management Board in its official composition throughout 2023.

The remuneration of the CEO can be summarized as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 23 - Related parties (Continued)


(in thousands of EUR)	2023	2022	2021
Total fixed remuneration	471	624	624
of which
Cost of pension	—	—	—
Other benefits	—	—	—

Total variable remuneration	4,163	3,628	903
of which
Share-based payments	1,811	2,966	568
Termination benefits	1,690	—	—

On February 12, 2015, the Board of Directors (as of February 2020 Supervisory Board) granted 236,590 options and 65,433 restricted stock units within the framework of a long term incentive plan. Vested stock options may be exercised until 13 years after the grant date. As of December 31, 2023, all stock options and all RSUs were exercised (see Note 15 and 24). On February 9, 2017, the Board of Directors (as of February 2020 Supervisory Board) granted 66,449 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary, one-third was vested on the third anniversary and one-third was vested on the fourth anniversary (see Note 15 and 24). On February 16, 2018, the Board of Directors (as of February 2020 Supervisory Board) granted 154,432 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary, one-third was vested on the third anniversary and one-third was vested on the fourth anniversary (see Note 15 and 24). On January 8, 2019, the Board of Directors (as of February 2020 Supervisory Board) granted 1,200,000 phantom stock units within the framework of a transaction based incentive plan (TBIP). After the resignation of the former CEO, 400,000 phantom stock units were waived. The first tranche of 12% was vested in the first quarter of 2020. The second tranche of 19% was vested in the second quarter of 2022, the third and fourth tranche of 25% and 44% were vested in the third quarter of 2022. The contractual term of the TBIP offer is 5 years. A first tranche of 12% of the total number of phantom stock units vests on the date on which the Fair Market Value (FMV) reaches USD 12 (decreased with the amount of dividend paid since grant, if any). A second tranche (16%) vests on the date the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), a third tranche (25%) vests on the date the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the final tranche (44%) vests on the date the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any) (see Note 15 and 24). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.

On April 1, 2019, the Board of Directors (as of February 2020 Supervisory Board) granted 152,346 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, 2019) and will be settled in shares. During 2022, 105,626 RSUs were vested which have been transferred to the beneficiaries out of treasury shares. 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 owns 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 owns 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 23 - Related parties (Continued)

RSUs were vested due to the change of control whereby CMB acquired the voting rights of Frontline and owns 49.05% of the voting rights. All RSUs have been transferred to the beneficiaries out of treasury shares.

Properties

The Company subleases office space in its London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated September 25, 2014, with Tankers (UK) Agencies Limited, a 50-50 joint venture with International Seaways. Under this sublease, the Company received in 2023 a rent of $66,677 (2022: $216,040 and 2021: $235,205). This sublease expired on April 27, 2023.

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).

On November 19, 2019, the Group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture acquired one Suezmax vessel. The JVs, Bari Shipholding Ltd and Bastia Shipholding Ltd, entered into various agreements including a secured term loan for $36.7 million and revolving credit for $3.0 million with Euronav Hong Kong as lender, a commercial management service with Euronav NV and a technical management service with Ridgebury.

On March 24, 2022, the Suezmax Bari was sold for $21.5 million. A capital gain on the sale of $3.3 million (Euronav's share) was recorded in the joint venture company. The vessel was delivered to her new owners during the second quarter of 2022. Following this sale, the shareholders loan to Bari Shipholding Ltd. was repaid and the remaining amount was written-off.

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, 2022
(in thousands of USD)	Trade receivables	Trade payables	Shareholders Loan	Turnover	Dividend Income
TI Africa Ltd	—	58	—	162	—
TI Asia Ltd	—	—	—	162	1,000






Bari Shipholding Ltd	14	—	850	—	—
Bastia Shipholding Ltd	—	—	—	—	150
Tankers Agencies (UK) Ltd	—	125	—	—	1,871

Total	14	183	850	324	3,021

As of and for the year ended December 31, 2023
(in thousands of USD)	Trade receivables	Trade payables	Shareholders Loan	Turnover	Dividend Income



Bari Shipholding Ltd	46	—	850	—	—
Bastia Shipholding Ltd	—	—	—	—	150






Tankers Agencies (UK) Ltd	—	103	—	—	—

Total	46	103	850	—	150

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 24 - Share-based payment arrangements

Description of share-based payment arrangements:

During 2023, the Group had the following share-based payment arrangements:

Long term incentive plan 2015 (Equity-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2015 a long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years at anniversary date and 60% in the form of restricted stock units (RSUs) which will be paid out in cash, with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSUs were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of €10.0475 and are equity-settled. All stock options were settled in 2022, all RSUs were exercised in 2018. The total employee benefit expense recognized in the consolidated statement of profit or loss during 2023 with respect to the LTIP 2015 was $0 thousand (2022: expense of $1.8 million and 2021: $0 thousand).

Long term incentive plan 2017 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017 and one-third was vested on the second anniversary and one-third on the third anniversary and one-third on the fourth anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2023, no phantom stocks were outstanding. The LTIP 2017 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2017, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2023 was $0 thousand (2022: income of $0 thousand and 2021: income of $0.2 million).

Long term incentive plan 2018 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018 and one-third was vested on the second anniversary and one-third on the third anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2023, no phantom stocks were outstanding. The LTIP 2018 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2018, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2023 was $0.0 million (2022: income of $0.6 million and 2021: income of $0.2 million).

Transaction Based Incentive Plan 2019 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 a transaction-based incentive plan (TBIP) for key management personnel. Under the terms of this TBIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value (FMV) of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. The vesting and settlement of the TBIP is spread over a time frame of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the FMV reaches $12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches $18 (decreased with the amount of dividend paid since grant,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 24 - Share-based payment arrangements (Continued)

if any). In total a number of 1,200,000 phantom stock units were granted on January 8, 2019. The first tranche of 12% was vested in the first quarter of 2020. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. The second tranche of 19% was vested in the second quarter of 2022, the third and fourth tranche of 25% and 44% were vested in the third quarter of 2022. As of December 31, 2023, no phantom stocks were outstanding. The TBIP 2019 qualifies as a cash-settled share-based payment transaction as the Company receives services from the participants and incur an obligation to settle the transaction in cash. The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $$0 thousand (2022: expense of $7.4 million and 2021: expense of $1.0 million).

Long term incentive plan 2019 (Equity-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. In total 152,346 RSUs were granted on April 1, 2019. During 2022, 105,626 RSUs were vested which have been transferred to the beneficiaries out of treasury shares. The compensation income recognized in the consolidated statement of profit or loss during 2023 was $0.0 million (2022: income of $0.6 million and 2021: expense of $0.4 million).

Long term incentive plan 2020 (Equity-settled)

The Group's Supervisory Board has implemented in 2020 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). 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. In total 144,392 RSUs were granted on April 1, 2020. As of December 31, 2023, 88,127 RSUs were vested, which have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $0.2 million (2022: expense of $0.4 million and 2021: expense of $0.3 million).

Long term incentive plan 2021 (Equity-settled)

The Group's Supervisory Board has implemented in 2021 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). 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. In total 193,387 RSUs were granted on April 1, 2021. 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 and owns 53% of the voting rights. In total 131,529 RSUs have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $0.8 million (2022: expense of $0.7 million).

Long term incentive plan 2022 (Equity-settled)

The Group's Supervisory Board has implemented in 2022 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). 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. In total 163,022 RSUs were granted on April 1, 2022. 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 and owns 53% of the voting rights. In total 110,730 RSUs have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $1.3 million.

Long term incentive plan 2023 (Equity-settled)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 24 - Share-based payment arrangements (Continued)

owns 53% of the voting rights and all RSUs have been transferred to the beneficiaries out of treasury shares. The compensation expense recognized in the consolidated statement of profit or loss during 2023 was $1.6 million.

Measurement of Fair Value

The fair value of the employee share options under the 2015 LTIP has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.

The inputs used in measurement of the fair values at grant date for the equity-settled share option programs were as follows:


	LTIP 2015
(figures in EUR)		Tranche 1		Tranche 2		Tranche 3
Fair value at grant date		1.853		1.853		1.853
Share price at grant date		10.050		10.050		10.050
Exercise price		10.0475		10.0475		10.0475
Expected volatility (weighted average)		39.63	%	39.63	%	39.63	%
Expected life (days) (weighted average)		365		730		1,095
Expected dividends		8	%	8	%	8	%
Risk-free interest rate		0.66	%	0.66	%	0.66	%

Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.

The liability in respect of its obligations under the LTIP 2018 is measured based on the Company's share price at the reporting date and taking into account the extent to which the services have been rendered to date. One-third of the phantom stocks granted on February 16, 2018 was vested on the second anniversary, one-third on the third anniversary and one-third on the fourth anniversary. As of December 31, 2023, no phantom stocks remained outstanding. The Company's share price was EUR 7.237 at the grant date of the LTIP 2018 and EUR 15.69 as at December 31, 2022.

The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The vesting and settlement of the TBIP is spread over a timeframe of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the Fair Market Value (FMV) reaches $12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches $18 (decreased with the amount of dividend paid since grant, if any). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. In total a number of 1,200,000 phantom stock units were granted on January 8, 2019 and the first tranche of 12% was vested in the first quarter of 2020. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. The second tranche of 19% was vested in the second quarter of 2022, the third and fourth tranche of 25% and 44% were vested in the third quarter of 2022. As of December 31, 2023, no phantom stocks were outstanding.

The inputs used in measurement of the fair value at grant date for the TBIP was as follows:


	TBIP
	Tranche 1		Tranche 2		Tranche 3		Tranche 4
Risk-free interest rate	1.69	%	1.69	%	1.69	%	1.69	%
Annual volatility	33.43	%	33.43	%	33.43	%	33.43	%
Expected vesting period (years)	3.05		3.38		3.69		3.98

The liability in respect of its obligations under the LTIP 2019, 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 152,346 RSUs were granted on April 1, 2019 in relation to the LTIP 2019, 144,392 RSUs were granted on April 1, 2020 in relation to the LTIP 2020, 193,387 RSUs were granted on April

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 24 - Share-based payment arrangements (Continued)

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 recognized in profit or loss

For details on related employee benefits expense, see Note 5 and Note 18. The expenses related to the LTIP 2015, LTIP 2017, LTIP 2018, TBIP 2019, LTIP 2019, LTIP 2020, LTIP 2021, LTIP 2022 and LTIP 2023 (2023: expense of $3.9 million, 2022: expense of $9.2 million and 2021: expense of $1.3 million) are included in employee benefits and administrative expenses.

Reconciliation of outstanding share options

The number and weighted-average exercise prices of options under the 2015 LTIP were as follows:


(figures in EUR)	Number of options 2022	Weighted average exercise price 2022	Number of options 2021	Weighted average exercise price 2021
Outstanding at January 1	236,590	7.732	236,590	7.732
Forfeited during the year	—	—	—	—
Settled during the year	(236,590)	6.843	—	—
Granted during the year	—	—	—	—
Outstanding at December 31	—	—	236,590	7.732
Vested at December 31	—	—	236,590	—

There were no outstanding share options since December 31, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 25 - Group entities


	Country of incorporation	Consolidation method	Ownership interest
			December 31, 2023		December 31, 2022		December 31, 2021
Parent
Euronav NV	Belgium	full	100.00	%	100.00	%	100.00	%
Euronav NV, Antwerp, Geneva (branch office)
Euronav NV, London (branch office)

Subsidiaries

Euronav Shipping NV	Belgium	full	100.00	%	100.00	%	100.00	%
Euronav (UK) Agencies Limited	UK	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	100.00	%	100.00	%	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	%


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	100.00	%	100.00	%	100.00	%
Gener8 Maritime Management LLC	Marshall Islands	full	100.00	%	100.00	%	100.00	%


























































TI Africa Ltd	Hong Kong	full	100.00	%	100.00	%	NA
TI Asia Ltd	Hong Kong	full	100.00	%	100.00	%	NA

Joint ventures

TI Africa Ltd	Hong Kong	equity	NA		NA		50.00	%
TI Asia Ltd	Hong Kong	equity	NA		NA		50.00	%
Tankers Agencies (UK) Ltd	UK	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	50.00	%	50.00	%	50.00	%

At December 31, 2023, the Group held 50% of the voting rights in Tankers Agencies (UK) Ltd but held 61% of the outstanding shares that participate in the result of the entity.

At December 31, 2023, the Group held 50% of the voting rights in Tankers International LLC but held 59% of the outstanding shares that participate in the result of the entity.

Euronav has acquired in 2022 the remaining 50% in TI Asia Ltd. and TI Africa Ltd. Euronav already had 50% in these 2 joint ventures which were then recorded as equity investees, and signed on June 7, 2022 a Share Sale and Purchase Agreement with the JV partner International Seaways, Inc. to take control over these 2 joint ventures by purchasing the remaining 50% of the shares. The 2 entities are fully consolidated as of June 7, 2022.

The Group holds 100% of the voting rights in all of its subsidiaries.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees


(in thousands of USD)	December 31, 2023	December 31, 2022
Assets
Interest in joint ventures	518	1,423
Interest in associates	—	—
TOTAL ASSETS	518	1,423

Liabilities
Interest in joint ventures	—	—
Interest in associates	—	—
TOTAL LIABILITIES	—	—

Joint Ventures

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

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Note 26 - Equity-accounted investees (Continued)


	ASSET
(in thousands of USD)	Investments in equity accounted investees	Shareholders loans
Gross balance	51,703	33,936
Offset investment with shareholders loan	—	—
Balance at January 1, 2021	51,703	33,936

Group's share of profit (loss) for the period	22,976	—
Group's share of other comprehensive income	951	—


Dividends received from joint ventures	(4,635)	—


Movement shareholders loans to joint ventures	—	(2,242)



Gross balance	70,995	31,694
Offset investment with shareholders loan	1,451	(1,451)
Balance at December 31, 2021	72,446	30,242

Reversal prior year offset investment with shareholders loan	(1,451)	1,451
Group's share of profit (loss) for the period	17,650	—
Group's share of other comprehensive income	159	—


Dividends received from joint ventures	(3,021)	—

Movement equity to shareholders loans	(2,000)	2,000
Reclassification of associate to joint venture (Note 23)	—	(32,844)

Business combinations	(83,186)	—


Gross balance	597	850
Offset investment with shareholders loan	826	(826)
Balance at December 31, 2022	1,423	24

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees (Continued)


	ASSET
(in thousands of USD)	Investments in equity accounted investees	Shareholders loans
Reversal prior year offset investment with shareholders loan	(826)	826
Group's share of profit (loss) for the period	(927)	—









Gross balance	(329)	850
Offset investment with shareholders loan	848	(848)
Balance at December 31, 2023	518	2

The increase in investments in equity accounted investees at December 31, 2021 is mainly due to a decrease in the depreciation and amortization cost for TI Asia and TI Africa and a decrease in income tax expenses for the two joint ventures compared to the period ended December 31, 2020.

The decrease in shareholders loans to joint ventures at December 31, 2022 is related to the full repayment of the shareholders loan to TI Africa Ltd following the acquisition of the remaining 50% shares in TI Africa Ltd as well as the sale of Suezmax Bari in March 2022. In consequence of the sale, the shareholders loan to Bari Shipholding Ltd. was repaid and the remaining amount was written-off. As a consequence of the acquisition in 2022 of the remaining 50% shares in TI Africa Ltd and TI Asia Ltd, the investments in equity accounted investees decreased.


Joint venture	Segment	Description







Tankers Agencies (UK) Ltd	Tankers	Parent company of Tankers International Ltd
Tankers International LLC	Tankers	The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs
Bari Shipholding Ltd	Tankers	Formerly owner of 1 Suezmax, dormant company
Bastia Shipholding Ltd	Tankers	Formerly owner of 1 Suezmax, liquidation is in process
TI Africa Ltd	FSO	Operator and owner of a single floating storage and offloading facility (FSO Africa), as from June 7, 2022 100% subsidiary *
TI Asia Ltd	FSO	Operator and owner of a single floating storage and offloading facility (FSO Asia), as from June 7, 2022 100% subsidiary *

* FSO Asia and FSO Africa are on a time charter contract to North Oil Company (NOC), the new operator of Al Shaheen field, until mid 2032.

The following table contains summarized financial information for all of the Group's joint ventures:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees (Continued)


	Asset
(in thousands of USD)	TI Africa Ltd		TI Asia Ltd		Tankers Agencies (UK) Ltd (see Note 25)		TI LLC (see Note 25)		Bari Shipholding Ltd		Bastia Shipholding Ltd		Total
At December 31, 2021
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%

Non-Current assets	108,245		102,454		503		—		15,210		—		226,413
of which vessel	108,245		102,454		—		—		15,210		—		225,910
Current Assets	10,883		10,073		295,289		231		6,582		403		323,461
of which cash and cash equivalents	1,799		984		4,059		—		17		320		7,179
Non-Current Liabilities	33,755		10,245		66		—		20,228		—		64,295
of which bank loans	—		—		—		—		—		—		—
Current Liabilities	25,153		24,305		290,626		68		4,466		112		344,731
of which bank loans	20,075		19,361		51,500		—		—		—		90,937
Net assets (100%)	60,221		77,977		5,100		163		(2,903)		290		140,848

Group's share of net assets	30,110		38,988		3,106		96		(1,451)		145		70,995

Shareholders loans to joint venture	11,465		—		—		—		20,228		—		31,694

Net Carrying amount of interest in joint venture	30,110		38,988		3,106		96		—		145		72,446

Remaining shareholders loan to joint venture	11,465		—		—		—		18,777		—		30,242

Revenue	50,105		50,160		649,665		—		11,872		—		761,801
Depreciations and amortization	(10,092)		(9,706)		(39)		—		(4,869)		—		(24,706)
Interest Expense	(2,005)		(1,943)		(1,054)		—		(1,932)		(1)		(6,934)
Income tax expense	(2,646)		(2,626)		(141)		—		—		—		(5,413)
Profit (loss) for the period (100%)	25,357		25,180		642		(19)		(5,464)		121		45,816
Other comprehensive income (100%)	971		930		—		—		—		—		1,902

Group's share of profit (loss) for the period	12,678		12,590		391		(11)		(2,732)		60		22,976

Group's share of other comprehensive income	486		465		—		—		—		—		951

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees (Continued)


	Asset
(in thousands of USD)	TI Africa Ltd		TI Asia Ltd		Tankers Agencies (UK) Ltd (see Note 25)		TI LLC (see Note 25)		Bari Shipholding Ltd		Bastia Shipholding Ltd		Total
At December 31, 2022
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%

Non-Current assets	—		—		153		—		—		—		153
of which vessel	—		—		—		—		—		—		—
Current Assets	—		—		504,397		206		131		—		504,734
of which cash and cash equivalents	—		—		2,453		—		101		—		2,554
Non-Current Liabilities	—		—		30		—		1,700		—		1,730
of which bank loans	—		—		—		—		—		—		—
Current Liabilities	—		—		502,547		63		83		—		502,693
of which bank loans	—		—		75,500		—		—		—		75,500
Net assets (100%)	—		—		1,973		143		(1,652)		—		464

Group's share of net assets	—		—		1,202		84		(826)		—		460

Shareholders loans to joint venture	—		—		—		—		850		—		850

Net Carrying amount of interest in joint venture	—		—		1,202		84		—		—		1,286

Remaining shareholders loan to joint venture	—		—		—		—		24		—		24

Revenue	20,729		20,729		1,172,698				2,139		—		1,216,295
Depreciations and amortization	(2,998)		(2,811)		(39)				(479)		—		(6,327)
Interest expense	(428)		(413)		(954)				171		—		(1,625)
Income tax expense	1,599		1,600		(117)				—		—		3,082
Profit (loss) for the period (100%)	14,997		14,858		185		(36)		5,250		10		35,265
Other comprehensive income (100%)	170		149		—		—		—		—		319

Group's share of profit (loss) for the period	7,499		7,429		113		(21)		2,625		5		17,650

Group's share of other comprehensive income	85		74		—		—		—		—		159

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees (Continued)


	Asset
(in thousands of USD)		Tankers Agencies (UK) Ltd (see Note 25)		TI LLC (see Note 25)		Bari Shipholding Ltd		Total
At December 31, 2023
Percentage ownership interest		50	%	50	%	50	%

Non-Current assets		1,754		—		—		1,754
of which vessel		—		—		—		—
Current Assets		391,037		150		118		391,305
of which cash and cash equivalents		3,046		—		88		3,134
Non Current Liabilities		1,360		—		1,700		3,060
of which bank loans		—		—		—		—
Current Liabilities		390,323		66		114		390,503
of which bank loans		42,500		—		—		42,500
Net assets (100%)		1,108		84		(1,696)		(503)

Group's share of net assets		675		49		(848)		(123)

Shareholders loans to joint venture		—		—		850		850

Net Carrying amount of interest in joint venture		675		49		—		725

Remaining shareholders loan to joint venture		—		—		2		2

Revenue		1,685,928		—		—		1,685,928
Depreciations and amortization		(84)		—		—		(84)
Interest expense		(2,806)		—		—		(2,806)
Income tax expense		(79)		—		—		(79)
Profit (loss) for the period (100%)		(1,445)		(43)		(43)		(1,532)
Other comprehensive income (100%)		—		—		—		—

Group's share of profit (loss) for the period		(880)		(25)		(22)		(927)

Group's share of other comprehensive income		—		—		—		—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

Note 26 - Equity-accounted investees (Continued)

Loans and borrowings

On March 29, 2018, TI Asia Ltd. and TI Africa Ltd. entered into a $220.0 million senior secured credit facility. The facility consists of a term loan of $110.0 million and a revolving loan of $110.0 million for the purpose of refinancing the two FSOs as well as for general corporate purposes. The Company provided a guarantee for the revolving credit facility tranche. The fair value of this guarantee is not significant given the long term contract both FSOs have with North Oil Company until mid 2032, which results in sufficient repayment capacity under these facilities. Transaction costs for a total amount of $2.2 million are amortized over the lifetime of the instrument using the effective interest rate method. In June 2022, the Group acquired the remaining 50% of TI Africa Ltd. and TI Asia Ltd. In consequence of this transaction, the Company entered into a $150 million senior secured amortizing term loan facility (see Note 17). At the same time, the $220.0 million senior secured credit facility which were maturing in July 2022 and September 2022 have been repaid.

All bank loans in the joint ventures were secured by the underlying FSO and subject to specific covenants.

These entities are fully consolidated following the acquisition of the remaining 50% shares in TI Africa Ltd and TI Asia Ltd in June 2022.

Loan covenant

As of December 31, 2021, all joint ventures were in compliance with the covenants, as applicable, of their respective loans. As from June 2022 (see above), loan covenants were not applicable anymore to joint ventures.

Interest rate swaps

In 2018, TI Asia and TI Africa entered in several Interest Rate Swap (IRSs) instruments for a combined notional value of $208.8 million (Euronav's share amounts to 50%) in connection to the $220.0 million facility. These IRSs are used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments are 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 have been fully unwound upon the acquisition of the remaining 50% of TI Africa Ltd. and TI Asia Ltd. and repayment of the $220.0 million senior secured credit facility.

Vessels

On November 19, 2019, the group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture company has acquired one Suezmax vessel. The joint ventures have acquired two Suezmax tankers (Bari & Bastia) for a total consideration of $40.6 million. The vessel Bastia was sold on September 15, 2020 for a net sale price of $20.1 million. The Company recorded a capital gain of $0.8 million in the third quarter of 2020 upon delivery to its new owner on September 30, 2020. The vessel Bari was sold on March 24, 2022 for a net sale price of $21.3 million. A capital gain of $6.6 million was recorded in the second quarter of 2022.

There were no capital commitments as of December 31, 2023, December 31, 2022 and December 31, 2021.

Cash and cash equivalents

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Note 26 - Equity-accounted investees (Continued)


(in thousands of USD)	2023	2022

Cash and cash equivalents of the joint ventures	3,134	2,554
Group's share of cash and cash equivalents	1,902	1,547

Services

The Group entered into an agreement with its joint venture to manage commercially both vessels (Bari and Bastia) from the Group's chartering desk. Furthermore, the Group also entered into an agreement to render accounting, assistance and administrative services to these JVs. In 2022 the Group invoiced a total amount of $177,586 (2021: $285,476). No services were rendered and invoiced during 2023 in consequence of the sale of Bari during 2022.

Furthermore, the joint venture entered into an agreement with the Group to invoice us management fees to do the supervision of the external shipmanagement. In 2022, the joint-venture Bari Shipholding Ltd. invoiced the Group $121,800 (2021: $163,000). There were no services rendered in 2023 in consequence of the sale of the vessel in 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

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	December 31, 2023	December 31, 2022	December 31, 2021	2023	2022	2021
EUR	1.1050	1.0666	1.1326	1.0797	1.0555	1.1894
GBP	1.2715	1.2026	1.3479	1.2408	1.2415	1.3778

Note 28 - Subsequent events

On November 8, 2023, the Company sold the ULCC Oceania (2003 - 441,561 dwt), for $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 $8.3 million. The vessel was delivered to her new owner on January 15, 2024. A capital gain of $34.8 million has been recognized in the consolidated statement of profit or loss in the first quarter of 2024.

On December 4, 2023, the Company entered into a sale and leaseback agreement for the Suezmax Cedar (2022 – 157,310). The vessel was sold and was leased back under a 14-year bareboat contract. The vessel was delivered to her new owner at January 10, 2024.

On February 6, 2024, the Company took delivery of Suezmax Bristol (2024 – 156,851).

On February 7, 2024, Euronav 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 $1.150 billion in cash. CMB.TECH is a diversified cleantech 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 produces to its customers. CMB.TECH is active throughout the full hydrogen value chain through four different divisions: Marine, Technology & Development, H2 infra, and Industry. The Transaction fits into the Company's renewed strategy of diversification, decarbonization and accelerated optimization of the Company's current crude oil tanker fleet. The Company is currently assessing the accounting treatment of the acquisition and preliminary concludes that the transaction will be accounted for as a common control transaction. Therefore IFRS 3 will not be applied. Shareholders voted the voluntary resignation of Mrs. Grace Reksten Skaugen, Mr. Ole Henrik Bjorge, Mr. Cato H. Stonex, Mr. John Frederiksen and Mr. Patrick De Brabandere as members of the Supervisory Board. They approved the cooptation of Mr. Patrick Molis and Mrs. Catharina Scheers as independent members of the Supervisory Board, Mr. Bjarte Boe and Debemar BV, permanently represented by Mr. Patrick De Brabandere, as members of the Supervisory Board. Shareholders also approved the interim discharge of the Supervisory Board: Mrs. Grace Reksten Skaugen, Mr. Ole Hendrik Bjorge, Mr. Cato H. Stonex, Mr. John F. Frederiksen and Mr. Patrick De Brabandere.

On February 14, 2024, CMB announced the launch of the mandatory public takeover bid on all the shares in Euronav. The acceptance period in respect of the bid opened on February 14, 2024 and closed on March 15, 2024. The bid price amounts to $17.86 per share in cash, i.e. $18.43 per share less $0.57 dividend per share.

On February 26, 2024, the Company announced that it has concluded an order for two bitumen tankers with China Merchants Jinling Shipyard (Yangzhou) Dingheng Co. (Yangzhou, China). The vessels are expected to be delivered in the fourth quarter of 2026 and have been chartered to a strong counterparty for 10 years upon delivery from the shipyard. The vessels will have dual-fuel green methanol engines that are ready to be retrofitted for future operation on ammonia. The ordered vessels' deadweight will be 17,000 tons, which is twice the 8,000 ton average of the existing fleet.

On February 27, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have filed a complaint in the United States District Court for the Southern District of New York in connection with CMB's U.S. takeover bid for the shares of the Company. The Company is not involved in these proceedings. On March 14, 2024, the Company has been informed that the claim has been rejected by the United States District Court for the Southern District of New York.

On March 4, 2024, the Company announced it has been informed that certain funds managed by FourWorld Capital Management LLC ("FourWorld") have also filed a request with the Market Court in Belgium in connection with CMB's Belgian offer for the shares of the Company. The Company is not involved in these proceedings. On March 15, 2024, the Company has been informed that the Market Court in Belgium has denied the request to suspend the closing of the Belgian offer.

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Table of contents			EURONAV NV

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2023

On March 18, 2024, the Company confirmed that the acceptance period of the mandatory public takeover bid launched by CMB NV (the "Bidder") for all shares issued by Euronav NV ("Euronav") not already owned by CMB or its affiliates (the "Bid"), expired on March 15, 2024. During the acceptance period, 69,241,955 shares in Euronav, representing 31.47% of the outstanding shares in Euronav, were tendered into the Bid. As a result, the Bidder will hold a total of 177,147,299 shares in Euronav, representing 80.51% of the outstanding shares in Euronav. Taking into account the 17,790,716 treasury shares held by Euronav and the 24,400 shares held by Saverco NV, the Bidder and persons affiliated with it together will hold 194,962,415 shares, representing 88.61% of the outstanding shares in Euronav.

On March 20, 2024, the Company announced it has sold the VLCC Nectar (2008 – 307,284 dwt), VLCC Newton (2009 – 307,208 dwt), and VLCC Noble (2008 – 307,284 dwt). This transaction will generate a capital gain of approximately $78.9 million which will be recognized upon delivery to her new owner.

On March 22, 2024, the Company announced it has purchased on the NYSE and on Euronext Brussels a total of 4,719,534 of its own shares. Following these transactions, the Company now owns 22,510,250 shares (10.23% of the total outstanding share count).

On March 29, 2024, the Company announced it has purchased on the NYSE and on Euronext Brussels a total of 2,620,931 of its own shares. Following these transactions, the Company now owns 25,131,181 shares (11.42% of the total outstanding share count).

On April 8, 2024, the Company announced it has purchased on the New York Stock Exchange and on Euronext Brussels a total of 412,926 of its own shares. Following these transactions, the Company now owns 25,544,107 shares (11.61% of the total outstanding share count).

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