Company Overview - CMB.TECH NV is a diversified maritime group operating over 160 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, tugboats, and ferries [3] - The company also provides hydrogen and ammonia fuel to customers through its own production or third-party producers [3] - CMB.TECH is headquartered in Antwerp, Belgium, with offices across Europe, Asia, and Africa, and is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [4] Upcoming Earnings Release - CMB.TECH will release its first quarter 2025 earnings on May 21, 2025, prior to market opening [1] - A conference call to discuss the quarterly results will be held at 8 a.m. EST / 2 p.m. CET, which will be available as a webcast with a slideshow presentation [1][2] - Details for attending the conference call, including registration and dial-in options, are provided on the company's "Investor Relations" page [2][3]

Core Insights - CMB.TECH's diversified business model spans multiple sectors, including dry bulk, tankers, containers, and offshore wind, with over 250 vessels post-merger with Golden Ocean, aiming for long-term growth and sustainability [3][8] - The company emphasizes the importance of stability and a long-term vision in an industry often focused on short-term gains, with leadership prioritizing sustainable growth over immediate profits [5][6] - CMB.TECH is addressing the valuation gap between net asset values (NAV) and market valuations by focusing on earnings potential and strategic positioning rather than just liquidation value [6][7] Business Strategy - The merger with Golden Ocean is expected to increase CMB.TECH's free float from 8% to 38%, enhancing liquidity and attractiveness to institutional investors [7][8] - Post-merger, CMB.TECH will have a fleet of 253 vessels with an average age of 6.1 years, a contract backlog of $3 billion, and capex commitments of $2.2 billion, targeting a leverage of 50% [8] - The company plans to invest in ammonia and hydrogen as future fuels, aligning with emissions targets and focusing on sustainable growth [9][10] Newbuilding Program - CMB.TECH is overseeing an ambitious newbuilding program with 46 vessels on order, including ammonia-capable ships scheduled for delivery starting in 2026 [11] - All newbuilds will be equipped to operate on alternative fuels, except where engine technology is not commercially available, ensuring cost-effectiveness [11] Infrastructure and Regulatory Strategy - The company acknowledges challenges in developing bunkering networks for ammonia but believes existing infrastructure for industrial ammonia can support initial phases of adoption [12] - CMB.TECH's strategy does not rely solely on regulatory support, emphasizing the need for a self-sustaining business model that can thrive without subsidies [13] Market Outlook - Mr. Saverys expresses a bullish outlook on Africa, highlighting its potential due to population growth, technology adoption, and emerging trade routes [14][15] - The company believes that success in shipping will require a strategic focus on Africa, leveraging its unique economic models and sustainable practices [15]

Core Insights - CMB.TECH NV is undergoing significant changes, including a stock-for-stock merger with Golden Ocean, with CMB.TECH as the surviving entity [2] - The company has sold three Very Large Crude Carriers (VLCCs) as part of its fleet rejuvenation, generating a total capital gain of 96.7 million USD [3] - CMB.TECH will align the announcement dates for its first and second quarter 2025 earnings due to the consolidation of Golden Ocean's financial results [4] Group 1: Business Update - CMB.TECH held two Capital Markets Days in Antwerp and Oslo to discuss the merger and future strategies [2] - The company operates a diverse fleet of over 150 vessels, including crude oil tankers and offshore wind vessels, and is involved in hydrogen and ammonia fuel production [5] Group 2: Financial Performance - The sale of three VLCCs includes vessels Iris (2012, 314,000 dwt), Hakata (2010, 302,550 dwt), and Hakone (2010, 302,624 dwt) [3] - The Q1 2025 earnings will be announced on 21 May 2025, and Q2 2025 earnings will be announced on 28 August 2025 [4]

Summary of CMB Tech and Golden Ocean Merger Presentation Industry and Companies Involved - **Industry**: Maritime and Shipping - **Companies**: CMB Tech and Golden Ocean Key Points and Arguments 1. **Merger Overview**: The merger between CMB Tech and Golden Ocean is a stock-for-stock transaction, with CMB Tech as the surviving entity. Post-merger, shareholders will own approximately 67.33% of the new company [3][2] 2. **Exchange Ratio**: The exchange ratio is set at 0.95 CMB Tech shares for one Golden Ocean share, valuing CMB Tech at $15.23 per share and Golden Ocean at $14.49 per share [3][2] 3. **Headquarters and Listings**: CMB Tech is headquartered in Antwerp with global offices. It is listed on NYC and Euronext in Brussels, while Golden Ocean's listings will disappear post-merger, with plans for a relisting on Oslo Burs [4][5] 4. **CMB Tech's Fleet**: CMB Tech operates a fleet of approximately 160 ships across five divisions, including dry bulk, chemical tankers, containerships, crude oil tankers, and offshore wind [6][8] 5. **Financials**: CMB Tech reported a net profit of CHF 870 million and has a liquidity of GBP 350 million, with a contract backlog of GBP 3 billion and outstanding CapEx of GBP 2.2 billion [8][9] 6. **Golden Ocean's Fleet**: Golden Ocean is the largest listed owner of Capesize vessels, with a fleet of 91 ships, an average age of around eight years, and a leverage of 37% on loan facilities [10][11] 7. **Combined Fleet Post-Merger**: The combined fleet will exceed 250 vessels, with a projected net asset value (NAV) of $14.9 per share and a significant reduction in average fleet age to six years [13][14] 8. **Decarbonization Strategy**: The merged entity will focus on low-carbon solutions, including modern eco fleets and ships capable of being retrofitted for hydrogen and ammonia [15][21] 9. **Market Outlook**: The company is positive on the tanker and dry bulk markets, with expectations of structural undersupply in the tanker market and healthy demand from Asia, particularly China [33][36][47] 10. **Regulatory Support**: The strategy aligns with European regulations aimed at decarbonization, including the proposed greenhouse gas tax set to be implemented in 2028 [22][21] Additional Important Content 1. **Investment Strategy**: The company aims to diversify investments across segments, allowing for flexibility in capital allocation based on market conditions [16][17] 2. **Fleet Modernization**: There is a focus on rejuvenating the fleet by potentially selling older vessels and investing in modern tonnage [60][61] 3. **Long-term Contracts**: The company emphasizes the importance of long-term contracts to stabilize cash flows and reduce risk [71][72] 4. **Bauxite Trade Growth**: The bauxite trade is expected to grow significantly, contributing to increased shipping demand for Capesize vessels [51][52] 5. **Challenges in Chemical Tankers**: The company remains cautious about the chemical tanker market, with limited spot exposure [55][56] This summary encapsulates the critical aspects of the merger presentation, highlighting the strategic direction, financial metrics, and market outlook for the combined entity.

Transaction Summary - CMB.TECH and Golden Ocean propose a stock-for-stock merger, with CMB.TECH as the surviving entity[16] - Post-merger, CMB.TECH shareholders are expected to own approximately 70% and Golden Ocean shareholders 30% (or 67% and 33% excluding treasury shares)[19] - Golden Ocean shareholders are slated to receive 0.95 CMB.TECH shares for each Golden Ocean share, based on a price of $15.23 per share for CMBT and $14.49 per share for GOGL[19] - The combined entity will operate as CMB.TECH NV, headquartered in Belgium, with a combined market capitalization of approximately $3.2 billion and a free float of around 38.4% (excluding treasury shares)[19] Company Profile & Financials - CMB.TECH has a fleet of 162 vessels with an average age of 4.1 years, including conventional, dual fuel hydrogen, and ammonia-ready vessels[21] - Golden Ocean has 91 vessels with an average age of 8.2 years, with a cash breakeven of $13,750 per day per vessel and a TCE in 2024 of $22,680[31] - Golden Ocean's FY 2024 net income was $223.2 million, with earnings per share of $1.12 and a dividend of $1.05 per share[34] - The pro-forma company has a contract backlog of $3 billion and a fair market value of $11.1 billion[37] Market & Strategy - The combined company aims to create diverse, sustainable, and high-quality cash flows, attract top talent, and reward shareholders[50] - The combined fair market value of the fleet is approximately $11.1 billion[57] - The combined entity will have more than 250 modern vessels at the forefront of decarbonization[81]

Core Viewpoint - CMB.TECH and Golden Ocean Group have signed a term sheet for a stock-for-stock merger, with CMB.TECH as the surviving entity, based on an exchange ratio of 0.95 shares of CMB.TECH for each share of Golden Ocean [1][3] Company Overview - CMB.TECH operates more than 150 vessels, including crude oil tankers, dry bulk vessels, container ships, and offshore wind vessels, and is focused on decarbonization and sustainable shipping solutions [12][13] - Golden Ocean specializes in the transportation of dry bulk cargoes and has a fleet of 91 vessels with a total capacity of approximately 13.7 million deadweight tonnes [14] Merger Details - The merger will create one of the largest diversified listed maritime groups globally, with a combined fleet of over 250 vessels [2] - Upon completion, CMB.TECH shareholders will own approximately 70% of the combined company, while Golden Ocean shareholders will own about 30% [1] - The transaction is subject to customary conditions, including due diligence, board approvals, regulatory approvals, and shareholder approval from Golden Ocean [3][4] Financial Aspects - The fairness opinion provided by DNB Markets concluded that the exchange ratio is fair for Golden Ocean's shareholders, with CMB.TECH valued at $15.23 per share and Golden Ocean at $14.49 per share [6][7] Future Plans - The companies aim to finalize definitive transaction agreements in Q2 2025 and complete the merger in Q3 2025 [5] - Following the merger, Golden Ocean will delist from NASDAQ and Euronext Oslo Børs, while CMB.TECH will remain listed on the NYSE and Euronext Brussels [4] Leadership Comments - CMB.TECH's CEO emphasized the merger as a significant step towards building a leading diversified maritime group, enhancing fleet value to over $11 billion [6] - Golden Ocean's CEO highlighted the complementary nature of both fleets, which would create one of the largest and most modern dry bulk fleets globally [6]

Core Points - CMB.TECH NV is holding its Annual General Meeting, Special General Meeting, and Extraordinary General Meeting on May 22, 2025, in Antwerp, Belgium [1] - Shareholders are advised of a "Freeze Period" from May 7, 2025, to May 9, 2025, during which they cannot reposition shares between the Belgian and U.S. Registers [2] - The agenda for the meetings includes the approval of the financial year 2024 annual accounts, remuneration reports, and various board appointments and discharges [3] Company Overview - CMB.TECH is a diversified maritime group operating over 160 vessels, including crude oil tankers, dry bulk vessels, and offshore wind vessels, and is involved in hydrogen and ammonia fuel production [4] - The company is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [5]

Core Insights - CMB.TECH has signed an agreement with Fortescue to charter a new ammonia-powered vessel, highlighting both companies' commitment to decarbonising the shipping industry [1][4] - The vessel, a 210,000-dwt Newcastlemax, will feature a dual fuel engine and is expected to be delivered by the end of 2026 [1] - Fortescue aims to eliminate Scope 1 and 2 emissions from its Australian iron ore operations by 2030 and targets Net Zero Scope 3 emissions by 2040 [2] Company Developments - The ammonia-powered Newcastlemax will transport iron ore from the Pilbara region to customers globally, playing a crucial role in Fortescue's operations [1] - Fortescue has positioned itself as a leader in advocating for zero-emission fuels, particularly green ammonia, and is actively working to transition its fleet to low and zero-emissions vessels [3][4] - CMB.TECH operates over 150 seagoing vessels and is involved in hydrogen and ammonia fuel production, indicating a diversified approach to maritime operations [5] Industry Trends - The shipping industry is under pressure to transition from traditional fuels to greener alternatives, with Fortescue's agreement with CMB.TECH serving as a significant step in this direction [4] - The Fortescue Green Pioneer, the world's first dual-fuel ammonia-powered vessel, is set to tour global ports to promote the transition to zero-emission fuels [3] - The maritime sector is increasingly recognizing the need for decarbonisation, with both companies emphasizing the urgency of adopting green ammonia as a marine fuel [4][5]

Group 1 - CMB.TECH NV published its annual report for the year ended December 31, 2024, in accordance with Belgian law [1] - The annual report on Form 20-F was submitted to the U.S. Securities and Exchange Commission on April 9, 2025, and is available for download on the company's website [2] - CMB.TECH operates over 150 seagoing vessels, including crude oil tankers, dry bulk vessels, container ships, chemical tankers, offshore wind vessels, and workboats [3] Group 2 - The company is headquartered in Antwerp, Belgium, with offices across Europe, Asia, the United States, and Africa [3] - CMB.TECH is listed on Euronext Brussels and the NYSE under the ticker symbol CMBT [4] - Printed copies of the audited financial statements can be requested free of charge via email or telephone [2]

Geopolitical Impact - The company reported a significant impact on oil trading due to the Russian invasion of Ukraine, with Russia losing approximately 1.8 million barrels per day in the European export market [513]. - The introduction of sanctions against Russia's energy sector has affected over 180 vessels and numerous oil traders, aiming to constrain Russia's financial capabilities amid geopolitical tensions [517]. - The Red Sea conflict has led to over 90% decrease in vessel transits through the Bab-el-Mandeb Strait year-over-year, prompting shipping companies to reroute vessels, increasing operational costs by adding approximately 15 days to journeys [519]. - Container ship trade patterns have been affected, with Red Sea transits accounting for over 20% of trade, resulting in a removal of over 12% of fleet capacity [520]. - The company has observed a 134% increase in traffic around the Cape of Good Hope due to rerouting from the Red Sea conflict [519]. Financial Performance - Total shipping revenues for the year ended December 31, 2024 were $1,625.9 million, a slight decrease of 0.3% compared to $1,630.9 million in 2023 [631]. - Voyage charter and pool revenues decreased by 36%, or $391.6 million, to $682.7 million in 2024, primarily due to a reduction in pool revenue [632]. - Time charter revenues increased by 60%, or $96.7 million, to $257.6 million in 2024, attributed to a higher number of vessels engaged in long-term time charters [633]. - Other operating income rose by 117%, or $27.3 million, to $50.7 million in 2024, mainly due to the sale of Euronav Ship Management Hellas and liquidated damages from vessel sales [634]. - Net gain on sale of assets increased by 70%, or $262.6 million, to $635.0 million in 2024, compared to $372.4 million in 2023 [636]. Operating Expenses - Total vessel operating expenses decreased by 14%, or $31.4 million, to $199.6 million in 2024, primarily due to the sale of 24 VLCCs [639]. - General and administrative expenses increased by 24%, or $15.2 million, to $77.8 million in 2024, mainly due to the acquisition of CMB.TECH [640][641]. - Depreciation and amortization expenses decreased by 25%, or $55.0 million, to $166.0 million in 2024, attributed to the sale of vessels [643]. - Income tax expenses decreased by 68%, or $4.1 million, to $1.9 million in 2024, compared to $6.0 million in 2023 [650]. Cash Flow and Indebtedness - Cash and cash equivalents decreased significantly from $429.4 million in 2023 to $38.9 million in 2024 [653]. - Net cash from operating activities decreased to $459.1 million in 2024 from $837.4 million in 2023, indicating a significant decline in cash flow due to reliance on the spot market and cyclical vessel rates [657]. - Total indebtedness increased to $2,622.3 million as of December 31, 2024, compared to $930.7 million in 2023, primarily due to the acquisition of CMB.TECH Enterprises [660]. - The company has a total interest-bearing debt of $2,635.9 million as of December 31, 2024, compared to $904.1 million in 2023, showing a substantial increase in leverage [662]. - Outstanding balances for the $1,290.0 million senior secured credit facility were $750.0 million in 2024, up from $415.7 million in 2023, reflecting increased borrowing [664]. Fleet Composition and Development - As of December 31, 2024, the total carrying value of the fleet is $2,783,068,000, an increase from $2,500,414,000 in 2023, reflecting a growth of approximately 11.3% [557]. - The fleet composition includes 31 tankers valued at $1,456,325,000, down from 39 tankers valued at $1,629,570,000 in 2023, indicating a reduction of about 11% in carrying value [557]. - The fleet development report shows a decrease in tanker vessels from 52 at the start of 2024 to 33 at the end, with 22 dispositions during the year [567]. - The company has 7 newbuildings on order as of December 31, 2024, compared to 5 in 2023, indicating a strategic focus on fleet expansion [567]. - The company reported a total of 104.5 vessels at the end of the period, with 43.5 newbuildings on order [569]. Asset Management - The company has revised the residual value of its vessels, considering the steel industry's commitment to carbon neutrality by 2050, impacting financial statements as of 2024 [534]. - The company has not identified any indications of impairment for its vessels as of December 31, 2024, following a review of internal and external indicators [543]. - The carrying value of vessels held for sale decreased from $870,844,000 in 2023 to $165,583,000 in 2024, reflecting a significant reduction of approximately 81% [557]. - The company recognizes no impairment losses on vessels classified as held for sale, measuring them at the lower of carrying amount and fair value less cost of disposal [562]. - The company expects future discounted cash flows from vessels with market value declines to exceed their carrying values, supporting asset valuation [555]. Strategic Acquisitions and Sales - The company acquired CMB.TECH Enterprises in February 2024, significantly diversifying its fleet with various vessel types, including crude oil tankers and container ships [556]. - The company sold the VLCC Alsace for $96.9 million, resulting in a net gain of $27.5 million, recognized upon delivery on January 14, 2025 [563]. - The company sold 11 VLCCs for a total of $2.35 billion to Frontline, with the sale completed by the end of 2023 [618]. - The company sold three Suezmax vessels for a combined net sale price of $39.0 million, $38.2 million, and $42.3 million, generating a total capital gain of $71.1 million [622][623]. Financing and Credit Facilities - The company expects to finance its funding requirements through cash on hand, operating cash flow, and various debt financing options, including potential equity raises or asset sales if cash flow is insufficient [661]. - The company has secured multiple credit facilities totaling €3.5 million, €2.8 million, and $152.0 million among others, with a significant portion being senior secured credit facilities [705]. - The company maintains a cash balance of at least $30.0 million and an aggregate amount of cash and cash equivalents of at least $50.0 million or 5% of total indebtedness [705]. - The company’s financing agreements include change of control clauses that could be triggered by significant shareholder acquisitions [709]. - The company is required to maintain a ratio of net funded debt to total capitalization of no more than 70% [715].