CMB.TECH NV

Throughout this report, all references to "CMB.TECH", the "Company", "we", "our", and "us" refer to CMB.TECH NV and its subsidiaries and all references to "CMB.TECH NV" refer to CMB.TECH 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 the Company with no par value that are reflected in the U.S. component of our share register ("U.S. Register"), that Computershare Trust Company N.A, ("Computershare"), our U.S. transfer agent and registrar maintains, and are formatted for trading on the New York Stock Exchange ("NYSE"). The U.S. Shares are identified by CUSIP B38564 108. We refer to our "Belgian Shares" as those shares of the Company with no par value that are reflected in the Belgian component of our share register ("Belgian Register"), that De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium) ("Euroclear Belgium"), our agent maintains, and are formatted for trading on Euronext Brussels stock exchange ("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

D. Risk Factors

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:

–the strength of world economies and currencies, including the central banks policies intended to combat overall inflation and rising interest and adverse fluctuations of foreign exchange rates;

–general market conditions, including the market for fuel oil and hydrogen and ammonia engine and fuel technology, and specifically for our vessels: the fluctuations in charter rates and vessel values;

–the state of the global financial markets which may adversely impact the availability to us 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 business strategy and other plans and objectives for growth and future operations, including planned and unplanned capital expenditures;

–our hydrogen and ammonia engine and fuel technology may not be successfully applied in on our routes;

–we 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;

–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, dry-docking and insurance costs;

–potential liability from pending or future litigations, including 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;

–ESG expectations of investors, banks and other stakeholders and related costs of compliance with our ESG targets and objectives;

–stricter environmental regulations (International Maritime Organization ("IMO")) 2025 greenhouse gas ("GHG") emissions rules, EU Emissions Trading System ("EU ETS") (for shipping) and related compliance costs and operational complexity;

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

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

–a pandemic (such as the coronavirus COVID-19) and governmental response thereto, including its impacts across our business on demand for our vessels, our global operations, counterparty risk as well as its disruption to the global economy;

–increased frequency of extreme weather events (hurricanes, typhoons and flooding) affecting ports and shipping lanes, particularly in Southeast Asia, the U.S. Gulf Coast, the Indian Ocean and Australia.

–general domestic and international geopolitical conditions including trade tensions between China and the United States, between the European Union & the United States and Russia, the numerous attacks on vessels in the Red Sea, trade wars and disagreements between oil producing countries, including illicit oil trades;

–any shift from oil and coal towards other energy sources such as electricity, natural gas, liquefied natural gas ("LNG"), hydrogen, ammonia or other fuels;

–technology and product risk including those associated with energy transition and fleet/systems rejuvenation to alternative propulsion including technological advances in vessel design, capacity, propulsion technology and fuel consumption efficiency;

–international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including those taken in connection with the recent conflicts between Russia and Ukraine, and Israel and Hamas;

–piracy incidents in the Gulf of Guinea, Malacca Strait, and off the Somali coast as global naval resources remain focused on Middle Eastern conflicts;

–any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or (the "FCPA"), or other applicable regulations relating to bribery;

–potential disruption of shipping routes due to war including the developments in the Red Sea, accidents, environmental factors, political events, public health threats, international hostilities including the ongoing developments in the Ukraine, Gaza and Syria, acts by terrorists or acts of piracy on ocean-going vessels;

–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 public perceptions in regards to climate change;

–compliance with governmental, tax (including carbon related), environmental 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 sulphur 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;

–changes in laws, treaties or regulations, including but not limited to any new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization ("IMO"), and/or imposed by regional or national authorities such as the European Union ("EU") 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 ("PFIC") by U.S. tax authorities;

–the failure of counterparties to fully perform their contracts with us;

–adequacy of our insurance coverage;

–our ability to obtain indemnities from customers;

–the inability of our subsidiaries to declare or pay dividends, if any; and

–the losses from derivative instruments.

Investing in our securities involves risk. We expect to be exposed to some or all of the risks described below in our future operations. Risks to us include, but are not limited to, the risk factors described below. Any of the risk factors described below could affect our business operations and have a material adverse effect on our business activities, financial condition, results of operations and prospects, capacity to distribute dividends and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below 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. It is advised to carefully consider the following information in conjunction with the other information contained or incorporated by reference in this document. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequence.

Risks Relating to our Business

Potential disruption of shipping operations due to market cycles, geopolitical conflicts, environmental factors and regulatory changes.

The shipping industry is cyclical and volatile, leading to fluctuations in charter rates, vessel values, earnings and available cash flow across different shipping segments. The industry is subject to both short- and long-term market disruptions, which may materially impact our profitability, liquidity and operational planning.

The market for crude oil tankers, chemical tankers, bulk carriers, container vessels, offshore support vessels Commissioning Service Operation vessels ("CSOV") and Crew Transfer Vessels ("CTV") and tugboats remains volatile due to fluctuating supply and demand dynamics, changes in global trade flows and external macroeconomic factors. We expect continued charter rate variability across all vessel classes, affecting our short- and medium-term cash flows.

Fluctuations in charter rates and vessel values result from changes in the supply and demand for shipping capacity caused by external factors beyond our control. The carrying values of our vessels may not represent their fair market values, as second-hand vessel prices tend to fluctuate with changes in charter rates, shipbuilding costs and industry regulations.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment review. The assessment of impairment requires us to project future cash flows, considering vessel values, freight rates, discount rates, residual values and asset lifespan estimates. Many of these factors are historically volatile and adverse market conditions could lead to impairment losses, impacting our financial performance. In addition, if a vessel is sold below book value, we could incur financial losses that may negatively affect our results.

In general, the factors affecting supply and demand in the shipping industry, and the nature, timing and degree of changes in industry conditions are unpredictable and outside our control. A worsening of global economic conditions could cause charter rates to decline, affecting our ability to secure profitable employment for our vessels. Any renewal or replacement charters may not be sufficient to ensure financial stability.

The main factors that influence demand for shipping capacity include:

–Global energy demand and commodity trade, including the demand for alternative energy resources, affecting the need for crude oil tankers, chemical tankers and bulk carriers.

–Containerized trade flows, driven by industrial production, e-commerce growth and port congestion levels.

–Expansion of offshore wind projects, influencing the demand for CSOVs and CTVs in renewable energy sectors.

–The supply and demand for seaborne transportation of oil, petroleum products, dry bulk commodities and manufactured goods.

–Shifts in energy consumption due to the availability of alternative fuels or changes in the relative cost of oil, gas, hydrogen and renewables.

–Increases in domestic energy production linked by pipelines, reducing dependency on seaborne transportation.

–Refining capacity and inventory distribution, affecting tanker demand based on geographic energy supply imbalances.

–National policies regarding strategic reserves, including changes in emergency crude stockpiling levels.

–Geopolitical conflicts and security threats, including the wars in Ukraine and Gaza, vessel attacks in the Red Sea and Bab el-Mandeb Strait, piracy in the Gulf of Guinea and East Africa and rising tensions in the South China Sea.

–Sanctions, embargoes and trade restrictions, including measures against Russia impacting crude oil and refined product transport.

–Global and regional economic developments, including recession risks, inflationary pressures and disruptions in global shipping corridors.

–Currency exchange fluctuations, particularly USD volatility, impacting trade balances and bunker fuel prices.

–Changes in seaborne trade patterns, including shifts in commodity sourcing and supply chain realignments following geopolitical disputes and trade wars.

–Evolving regulatory requirements, such as the IMO 2025 emissions targets, EU carbon pricing (EU ETS for shipping), FuelEU Maritime and new ballast water treatment mandates.

–Environmental and sustainability initiatives, including the global push toward green shipping corridors, alternative fuel adoption and stricter emission standards.

–Cybersecurity threats and digitalization risks, including potential cyberattacks on vessel navigation and cargo tracking systems

The factors that influence the supply of shipping capacity include:

–The number of newbuild vessel orders, constrained by shipyard capacity, financing availability and regulatory uncertainty.

–Recycling and scrapping rates, influenced by vessel age, emission compliance costs and second-hand market liquidity.

–Oil and commodity market imbalances, affecting tanker and bulk carrier charter demand.

–The conversion of tankers and bulk carriers to alternative uses, such as floating storage or floating production storage and offloading ("FPSO") retrofitting.

–Business disruptions caused by supply chain bottlenecks, including shipyard delays, component shortages and port congestion.

–The number of vessels laid up, dry-docked or repurposed for non-transport activities (e.g., storage or offshore supply duties).

–Decarbonization uncertainty and regulatory delays, as shipowners hesitate to order new tonnage amid evolving IMO and EU emissions policies.

Future market outlook and strategic considerations

We anticipate that future demand for our fleet will depend on:

–Global economic growth rates and industrial production trends.

–Seasonal and regional fluctuations in demand, including winter fuel consumption spikes and summer dry bulk trade flows.

–Fleet expansion strategies across global shipping segments.

–Evolving energy policies and carbon reduction commitments, shaping demand for conventional fuel transport and offshore wind support vessels.

Given the current backlog of new ship orders, the global fleet capacity is expected to grow, creating potential overcapacity concerns in certain vessel segments. Additionally, macroeconomic uncertainty, rising interest rates and geopolitical disruptions could dampen trade demand across multiple shipping sectors.

The ongoing conflicts in Ukraine and Gaza, combined with inflationary pressures and supply chain fragility, have created additional risks in certain regions where we operate. Continued sanctions on Russia, including restrictions on maritime oil trade, have already disrupted energy markets, impacting tanker charter patterns. Attacks on commercial vessels in the Red Sea have further exacerbated risks, affecting containerized trade routes and insurance costs.

Since 2022, various jurisdictions have expanded economic sanctions against Russia, restricting the maritime transport of key commodities such as oil and refined products. These measures have reshaped global trade flows, increasing ton-mile demand for certain shipping sectors while complicating compliance requirements for operators.

Furthermore, fluctuations in oil and natural gas prices have created uncertainty in tanker and bulk carrier demand. Periods of low oil prices discourage new exploration and production investments, reducing demand for crude transport. Conversely, high oil prices can suppress consumption, impacting refined product tanker utilization. As the number of jurisdictions imposing sanctions upon Russia grows and/or the nature of sanctions being imposed evolves, the charter rates we are able to obtain could weaken.

Market downturns and demand shocks can create excess shipping capacity, intensifying competition across vessel classes and forcing older, less efficient vessels into lay-up or retirement. Given the volatile nature of global trade, we cannot predict future market conditions with certainty. However, continued geopolitical instability, economic shifts and regulatory changes could materially affect our fleet deployment strategies and financial performance.

Political developments in the U.S. and the impact of the new presidency could directly impact the shipping industry and our Company

The outcome of the U.S. presidential election in 2024 introduced significant shifts in trade policy, energy markets and geopolitical stability, all of which could directly impact the shipping industry.

–Trade policy and tariffs: The Trump administration announced to implement protectionist trade policies, including higher tariffs on imported goods, possibly reducing container shipping demand, shifting supply chains and disrupting traditional trade flows.

–Energy independence policies: The Trump administration likely will prioritize U.S. energy independence and is increasing U.S. domestic oil and gas production. This could reduce the demand for imported crude oil and impact tanker utilization rates. Conversely, an increase in U.S. LNG exports to Europe and Asia could boost demand for gas carriers and bulk commodities.

–Geopolitical strategy and global stability: foreign policy shifts, particularly regarding North Atlantic Treaty Organization ("NATO") commitments, relations with China and Middle Eastern conflicts could lead to increased U.S. isolationism and a more aggressive trade stance which could lead to further global instability, reducing demand for crude, containerized goods and dry bulk commodities.

–Regulatory uncertainty in environmental policies: A rollback of environmental regulations under the Trump administration may slow down the global decarbonization push, affecting carbon trading mechanisms, emission reduction targets and investment in alternative fuel technologies.

Such shifts in U.S. trade and energy policies under the new administration will likely impact seaborne trade patterns, commodity pricing and fuel costs, which in turn will influence charter rates, vessel deployment strategies and shipping route optimization.

As a diversified maritime group, we remain exposed to a broad spectrum of economic, political, regulatory and environmental risks affecting global maritime trade. While we actively manage fleet diversification and market adaptation, external disruptions - including military conflicts, energy transition policies and global trade shifts - could significantly impact our operational performance, revenue generation and long-term financial stability and in turn our share price.

We derive a substantial portion of our revenue from a limited number of customers and the loss of anyone of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2024, FMG International Ltd and Valero Energy Corporation ("Valero"), accounted for 8.47% and 8.11% respectively of our total revenues in our marine segment. In addition, our only floating storage and offloading ("FSO") customer for both of our FSO’s as of December 31, 2024, was North Oil Company which accounted for 6.80% 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 favorable to us as our current charters, or at all. We are exposed to changes in the spot market rates associated with the deployment of our vessels. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charter hire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

To a large extent, we depend on spot charterers, and any decreases in spot charter rates in the future may adversely affect our earnings and ability to pay dividends, if any.

As of December 31, 2024, 46 of our vessels were employed in the spot market (26 Euronav, 9 Bocimar, 2 Bochem, 7 Windcat and 2 other). Of these vessels, 12 of our Very Large Crude Carrier ("VLCC") tankers were employed in the Tankers International Pool ("TI Pool"), of which we became a founding member in 2000, and two of our stainless steel chemical tankers were employed in the Stolt Tankers Joint Service pool ("STJS Pool"). 74 of our vessels were employed on long-term charters (12 Euronav, 4 Bochem, 4 Delphis, 53 Windcat, 1 other), of which the average remaining duration is seven years (excluding the 53 CTVs in the Windcat division), including five with profit sharing components. We will be exposed to prevailing charter rates in the different sectors when these vessels’ existing charters expire, and to the extent that the counterparties to our fixed-rate charter contracts fail to honor their obligations to us. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon vessel and commodity supply and demand. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and 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. 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. 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 in the future.

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, and our activities in this respect could have a material adverse effect on our business.

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

Various macroeconomic factors could adversely affect our business, operational results and financial condition, including fluctuations in inflation, interest rates and global economic uncertainty. These factors, coupled with disruptions in supply chains and capital markets, create challenges across the crude oil, chemical, dry bulk, container and offshore support shipping segments in which we operate.

For instance, inflation has increased our labor costs, particularly through higher wages for seafarers, port workers and specialized crew members, and has resulted in higher interest rates and increased operating expenses across our fleet. Rising costs of ship maintenance, spare parts, fuel and insurance premiums have placed additional financial pressure on our operations. Supply chain constraints, including delays in obtaining critical vessel components, port congestion and shipyard backlogs, have further exacerbated inflationary trends. If these conditions persist, they could have a negative impact on our fleet operations, asset values and charter market dynamics.

Inflation and commodity price volatility—particularly in fuel, spare parts and logistics costs—have raised our operating expenses. We do not currently use financial derivatives to hedge against commodity price volatility and we rely on market-driven pricing for materials, energy and other operational inputs. While we attempt to include cost escalation clauses in our longer-term transportation contracts to pass fuel and operational cost increases onto customers, we cannot guarantee that all such costs will be fully recoverable. If we are unable to effectively mitigate these rising expenses through contractual pricing mechanisms or increased freight rates, our profitability and operating margins could be negatively affected.

In 2024 and 2023, the global shipping industry was significantly impacted by geopolitical events. The enforcement of United States, EU and G7 sanctions against Russian crude oil and petroleum products, which officially took effect on February 25, 2023, accelerated a global recalibration of trade patterns across tanker, bulk and container shipping markets. The shift in commodity flows and the emergence of new trade routes created longer voyage distances, impacting fuel costs, vessel availability and charter rate volatility.

The military conflict in the Middle East and subsequent attacks on commercial vessels in the Red Sea have forced multiple vessels to reroute away from the Suez Canal, increasing voyage times and shifting global trade flows toward longer-haul routes via the Cape of Good Hope. This disruption affected not only oil tankers but also bulk carriers, container vessels, and offshore support logistics, leading to delays, higher insurance costs, and risk premiums for operating in volatile regions.

Additionally, restrictions on Panama Canal transits due to prolonged drought conditions and reduced water levels have resulted in longer sailing patterns and increased congestion at alternative shipping routes. The rerouting of container and bulk shipping flows has contributed to higher transport costs, extended delivery times, and rate volatility across multiple vessel types.

As global trade continues to adjust to geopolitical tensions, environmental constraints, and new regulatory requirements, we anticipate continued disruptions, shifts in regional demand and fluctuations in charter rates across all segments of our fleet, including oil and chemical transport, bulk commodities, containerized cargo, offshore wind support, and harbor services.

Ongoing macroeconomic uncertainty, rising costs and geopolitical instability will continue to impact fleet operations, shipping demand and financial performance across our diversified shipping activities. While we actively seek to mitigate these risks through fleet diversification, contract optimization and operational efficiency, external factors—including inflation, trade policy shifts and evolving security threats—remain beyond our direct control and could materially affect our business.

An increase in trade protectionism, the unravelling of multilateral trade agreements and a decrease in the level of China’s export of goods and import of raw materials could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.

Our operations expose us to the risk that increased trade protectionism will adversely affect our business. Recently, government leaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping.

The U.S. government has made statements and taken actions that may impact U.S. and international trade policies, including tariffs affecting certain Chinese industries. Additionally, new tariffs seem likely to be imposed by the second Trump administration on imports from Canada, Mexico, China and Europe as well as on imports of steel and aluminum. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted or the effect that any such actions would have on us or our industry. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the ongoing U.S.-China trade tension, such changes could have an adverse effect on demand for our services and business, results of operations and financial condition.

Additionally, the U.S. trade war with China may escalate beyond tariffs with a plan by the Trump administration to impose steep fees on Chinese shipping companies, any Chinese-built vessels entering U.S. ports and any ship operator that has a Chinese-built vessel in its fleet or newbuilding on order at a Chinese yard. The U.S. trade representative (USTR) will demand Chinese-owned vessels to pay up to $1 million for port calls and those operating Chinese-built vessels to be charged up to $1.5 million per U.S. port call. It is unknown whether and to what extent these new port fees on Chinese shipping companies and vessels will be adopted or the effect that they would have on us or our industry.

Furthermore, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods. This may have the effect of reducing the supply of goods available for export and may, in turn, result in a decrease of demand for container shipping. Many of the reforms, particularly some limited price reforms that result in the prices for certain commodities being principally determined by market forces, are unprecedented or experimental and may be subject to revision, change or abolition.

Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping generally. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in the quantity of goods or products to be shipped. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions and may significantly reduce global trade, including trade between the United States and China. These developments could also have an adverse impact on our charterers’ business, operating results and financial condition which could, in turn, affect our charterers’ ability to make timely charter hire payments to us and impair our ability to renew charters and grow our business. Any of these developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders, and on the price of our ordinary shares.

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. In addition, 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, followed by a voluntary stay by SEC pending judicial review. On January 20, 2025, President Donald Trump issued a Presidential Memorandum instituting a regulatory freeze, impacting recent regulations, including the SEC's climate disclosure rules. On February 11, 2025, Acting SEC Chairman Mark Uyeda directed SEC staff to request a pause in the litigation concerning the climate disclosure rules, signalling a potential shift in the Commission's stance on these regulations. These recent developments indicate a significant reevaluation of the SEC's approach to climate-related disclosures.

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 ESG 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 GHGs 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, 2024 and December 31, 2023, our total indebtedness was $2,622.3 million and $930.7 million, respectively, and we expect to incur additional indebtedness as we further expand our fleet. Borrowings under our credit facilities are secured by our vessels and certain of our and our vessel-owning subsidiaries’ bank accounts, and, if we cannot service our debt, we may lose our vessels or certain of our pledged accounts. Borrowings under our credit facilities and other debt agreements 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.

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, among other things, to maintain:

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

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

–an aggregate cash balance of at least $30.0 million; and

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

As a result of the CMB.TECH merger transaction in 2024, we have assumed substantial existing indebtedness, leading to increased operating and financial restrictions beyond those previously in place. These restrictions may limit our ability to execute our business strategy, increase the risk of default and impact our financial flexibility.

Additionally, as of the end of 2024, certain outstanding loans remain secured by CMB guarantees, which in turn impose financial covenants linked to CMB’s financial performance. As a result, our financial position may be affected by CMB’s compliance with its financial obligations. Any deterioration in CMB’s financial standing or breach of covenants could have an adverse impact on our financing conditions, ability to refinance debt and overall financial stability.

As of December 31, 2024, 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. However in the case of certain covenants, such as the stockholders’ equity to total assets ratio, which was 30.5% as of December 31, 2024, there is only a minimum threshold below which we would trigger an event of default on our debt.

We monitor compliance with these covenants continually and consider the risk of default to be low based on current projections and the availability of timely mitigating actions. In the event of a covenant breach, many of our financing agreements also provide grace or remedy periods during which we may take corrective actions to restore compliance. Such corrective actions may include, but are not limited to:

–posting additional collateral;

–partial repaying outstanding debt to reduce leverage;

–infusing equity capital;

–negotiating amendments or temporary waivers with lenders; and

–implementing other measures that would positively influence the ratio.

In addition to the measures described above, the Company has taken strategic and structural steps to enhance its covenant flexibility and financial resilience. In early 2025, the Company gained control over Golden Ocean through the acquisition of approximately 49% of its outstanding shares, thereby consolidating its operational and asset base.

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

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

Should we fail to identify and resolve any such covenant breach and ensuing default, there would be a substantial negative impact on our ability to borrow funds and on our liquidity and cash flows which in turn would negatively impact our financial condition and performance.

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

Fluctuating fuel prices may affect our profits.

The U.S. Energy Information Administration ("EIA") projects that global oil production will surpass consumption in 2025, leading to an increase in inventories and a subsequent decline in oil prices. Specifically, the EIA forecasts Brent crude oil prices to average $74 per barrel in 2025, decreasing to $66 per barrel in 2026.

This anticipated supply surplus is primarily driven by record-high U.S. crude oil production, expected to average 13.3 million barrels per day in 2025. Additionally, the International Energy Agency ("IEA") forecasts global oil demand to grow by 1.1 million barrels per day in 2025, primarily driven by China's petrochemical sector and contributions from India and other emerging Asian economies. However, the IEA also projects that global oil supply will exceed demand by approximately 1 million barrels per day, leading to a surplus and putting downward pressure on crude oil prices. Furthermore, increased adoption of electric vehicles and renewable energy in China is expected to moderate oil demand growth in transportation but this will likely be offset by rising petrochemical and industrial use,, potentially influencing downward price pressures.

The EIA additionally predicts increased outputs from countries like Canada, Brazil, and Guyana which will be contributing to the global supply growth.

Unexpected supply disruptions, the Organization of the Petroleum Exporting Countries ("OPEC") output choices, and geopolitical events continue to have an impact on oil prices. Maintaining limitations may stabilize prices, but doing so could cost OPEC market share to non-OPEC producers like the United States, which is still increasing its output. This presents a strategic dilemma for OPEC. OPEC must carefully manage quotas to prevent long-term competitive disadvantages, even though 2025 predictions indicate sufficient supply and possible price decreases. Furthermore, unanticipated changes in the market may have an effect on fuel prices and operating costs, necessitating ongoing observation.

Fuel is a significant, if not the largest, expense when operating vessels on the spot market under voyage charters. Additionally, regulations such as FuelEU Maritime and EU ETS impose further cost burdens on our operations. Failure to align compliance strategies properly with charterers could negatively impact our bottom line, as these regulations necessitate additional administrative and financial planning to mitigate emission-related expenses. Additionally, the Mediterranean Sea Emission Control Area is set to take effect on May 1, 2025, requiring vessels operating in the Mediterranean to use marine fuels with a sulfur content not exceeding 0.10% or make use of Exhaust Gas Cleaning Systems ("scrubbers"). This regulation will necessitate a shift from very low sulfur fuel oil ("VLSFO") to the more expensive low sulfur marine gas oil, further increasing operational expenses. Unexpected fuel price surges can directly impact our profitability at the time of charter negotiations. Additionally, regulatory requirements have further increased fuel costs. Since January 1, 2020, the IMO has mandated a reduction in sulfur emissions to 0.5%, which has increased operational expenses and reduced our competitiveness compared to alternative transportation methods such as trucking and rail. Future regulations, including potential carbon pricing mechanisms and stricter emission controls, may similarly affect profitability.

2024 witnessed continued fluctuations in bunker prices, influenced by geopolitical tensions and supply chain disruptions. The IEA notes that while oil demand is set to grow, the projected supply surplus in 2025 suggests a downward trend in oil prices, potentially easing some of the cost pressures faced in 2024. The ongoing price cap on Russian oil led to market adjustments, particularly affecting high-sulfur fuel oil (HSFO) availability. The spread between HSFO and VLSFO narrowed temporarily in mid-2024 as demand in the Middle East utility sector absorbed much of the price-capped Russian

HSFO, but remains volatile due to shifts in refining margins and global demand for fuel oil.. In Singapore, HSFO prices averaged approximately $478.20 USD/Metric Ton ("MT") in 2024, while VLSFO prices ranged between $535 and $752 USD/MT, averaging $635.40 USD/MT over the year.

Geopolitical risks continued to disrupt fuel oil supply chains, particularly due to heightened attacks on merchant shipping in the Red Sea by the Houthis in response to the Israel-Hamas conflict. These attacks have significantly impacted arbitrage flows, increased lead times for VLSFO shipments into Singapore, and stranded HSFO cargoes east of the Suez, as Persian Gulf refiners face challenges in safely transiting the Bab el Mandeb Strait. Such disruptions have caused sustained volatility in fuel prices, impacting procurement strategies.

With the exception of four VLCC vessels and seven Suezmax vessels, our fleet is not equipped with scrubbers, and we continue to operate on IMO-compliant fuels. We actively explore various compliance strategies, including collaboration with suppliers and producers of scrubbers and alternative technologies. Our procurement strategy involves securing low-sulfur fuel oil directly from the wholesale market to ensure compliance and leverage price volatility between high- and low-sulfur fuel oils.

However, procuring large quantities of fuel oil exposes us to commodity price risks due to fluctuations between the purchase and consumption periods. While we may implement financial strategies to mitigate these risks, there is no assurance that such measures will be fully effective. As a result, we could face significant financial losses, which may materially impact our business, financial condition, results of operations, and cash flow. Additionally, the storage, blending, or co-mingling of procured fuels presents operational risks, potentially leading to loss, contamination, or damage to both fuel and vessel machinery. That said, in 2025, while downward pressure on prices is expected, volatility risks remain due to geopolitical uncertainties and potential supply disruptions.

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

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

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

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

Additionally, cybersecurity researchers and government agencies have observed increased cyberattack activity and warned of heightened risks, particularly against critical infrastructure, transportation, and energy sectors, in connection with the ongoing conflicts involving Russia-Ukraine and Israel-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. While the full extent of these risks is uncertain, the evolving geopolitical landscape increases the probability of cyber incidents affecting our sector, requiring continuous monitoring and enhanced cybersecurity measures.

Furthermore, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions, namely the United States, have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage. In Europe, the Network and Information Security Directive 2 ("NIS2") introduces stricter obligations for companies in critical sectors, including transport, energy and manufacturing, requiring us to enhance cybersecurity risk management, implement stricter access controls, ensure supply chain security and report cyber incidents within 24 hours. Non-compliance with NIS2 could result in regulatory fines of up to €10 million or 2% of global turnover, operational disruptions, reputational damage and increased legal liabilities, particularly if a cyberattack compromises vessel navigation, industrial hydrogen systems or automated fuelling operations. We are actively working to align our cybersecurity framework with NIS2 requirements to mitigate these risks and maintain secure, resilient operations across our shipping and hydrogen industry activities.

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

Our vessels are employed in a highly competitive market that is capital intensive. 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.

We have implemented a comprehensive counterparty risk policy to establish structured processes for assessing, monitoring, mitigating and managing the risk of financial default, regulatory violations and reputational harm. This policy includes a credit limit system that restricts the company’s financial exposure to any single counterparty and incorporates additional risk mitigation measures to ensure financial stability and regulatory compliance.

We monitor counterparty limits periodically and assess them based on a holistic risk assessment, considering factors such as:

–the financial strength and creditworthiness of the counterparty, including credit ratings where available.

–the counterparty’s reputation and historical compliance record.

–legal, regulatory and compliance risks, including adherence to international sanction regimes (such as U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), United Kingdom ("U.K.") Sanctions and Anti-Money Laundering Act and the EU Sanctions List); and

–the potential risk to earnings and assets arising from counterparty noncompliance with laws, regulations, prescribed practices, internal policies and ethical standards.

Notwithstanding these measures, the ability and willingness of each of our counterparties to perform its payment and other obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, the supply and demand for commodities, such as oil, iron ore, coal and grain, work stoppages or other labor disturbances, including as a result of the outbreak of pandemic diseases 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 experienced persistent volatility and uncertainty, exacerbated by inflationary pressures, central bank interest rate hikes, supply chain disruptions, and geopolitical tensions. Economic growth is expected to remain sluggish, with recession risks heightened in key economies, including China, due to rising indebtedness and declining real estate values. The shipping industry, in particular, continues to face restricted access to capital, as credit markets remain cautious, and investors demand higher risk premiums. These conditions have made it more challenging to secure financing on favorable terms and may impact our ability to raise additional equity without significant dilution to our existing shareholders. Additionally, economic uncertainty may exert downward pressure on the market price of our ordinary shares.

Concerns regarding financial market stability and counterparty solvency have further reduced liquidity in public and private debt and equity markets, increasing borrowing costs and limiting refinancing options. Many lenders have tightened credit conditions, raised interest rates, reduced lending activity, or in some cases, ceased financing altogether. As a result, we cannot guarantee that financing or refinancing will be available when needed, or that it will be obtainable on terms that align with our financial and operational objectives. If we are unable to secure necessary funding, we may face challenges in meeting our obligations, executing our growth strategy, acquiring additional vessels or capitalizing on new business opportunities.

Additionally, since 2019, major lenders in the shipping sector have adopted a climate-aligned ship finance framework assessing emissions and sustainability performance ("Poseidon Principles"). As a participant in these principles, the availability and cost of bank financing for our vessels may be impacted if our fleet does not meet the carbon intensity and sustainability criteria required by lending institutions.

Furthermore, we may not always have immediate access to our existing cash due to banking sector volatility. In recent years, national authorities have had to intervene in bank failures and financial institution insolvencies, raising concerns about the broader stability of the financial system. If further bank failures or liquidity crises occur, our ability to access funds may be disrupted, potentially affecting our ability to meet short-term financial obligations. Additionally, if a financial institution perceives liquidity risks or faces withdrawal pressures, it may impose temporary restrictions on fund access, which could have a material adverse effect on our operations and financial condition.

Decline of economic conditions throughout the world will impede our results of operations, financial condition and cash flows could be negatively influenced.

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

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

Additionally, the recent election of President Trump has introduced significant shifts in U.S. foreign policy and trade policy, particularly concerning the conflict in Ukraine and relations with other nations. The administration's approach includes reducing support for Ukraine, engaging in negotiations that may favor Russian interests and adopting a more transactional stance toward international alliances, consistent with the "America First" doctrine. These policy changes have introduced further economic volatility and uncertainty in global markets, potentially impacting our operations and financial stability.

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

We anticipate that a significant number of port calls made by our vessels, including oil tankers, bulk carriers, chemical tankers, container vessels and other specialized ships, will continue to involve loading or discharging operations in ports within the Asia-Pacific region. As a result, any negative changes in economic conditions, trade volumes or industrial activity in any Asia-Pacific country—particularly in China, given rising corporate and sovereign indebtedness, financial instability and declining real estate values—may have a material adverse effect on our business, financial condition, results of operations and future prospects.

We cannot assure you that the Chinese economy will not experience a significant contraction in the future. Furthermore, there is a rising threat of a financial crisis in China resulting from high levels of personal and corporate debt, trade policy uncertainties and increasing protectionist measures. In recent years, China and the United States have implemented increasingly restrictive trade policies, leading to tariff increases and ongoing trade tensions that could impact global shipping demand. Although the United States and China reached a partial trade deal in 2020, the stability and long-term impact of these agreements are uncertain. A decrease in the level of imports to and exports from China, particularly in commodities, chemicals, manufactured goods and containerized cargo, could adversely affect demand for our shipping services, thereby impacting our business, operating results and financial condition.

Additionally, China is pursuing policies aimed at reducing reliance on foreign energy and raw materials, such as the Net Zero 2060 initiative, increased domestic mineral and energy production and shifts in industrial supply chains. These policies, combined with evolving decarbonization efforts in manufacturing, shipping and logistics, could reduce demand for bulk transport of fossil fuels, ores and other raw materials. If China’s transition to a lower-carbon economy leads to a structural decline in the import and export of key commodities, this could have a material adverse effect on our fleet utilization, revenues and financial condition.

Furthermore, the Chinese government may implement policies that favor domestic shipping companies, potentially limiting the competitive position of foreign-owned bulk, container and chemical shipping operators. For example, China imposes a tax on non-resident international transportation enterprises engaged in services involving cargo and passenger transport in and out of Chinese ports. This regulation may increase operating costs for international shipping companies and impact the cost-effectiveness of shipping goods to and from China. Additionally, China has introduced environmental levies, such as taxes on coal and emissions-intensive industries, which could affect commodity demand and shipping trade flows. Any such regulatory measures could reduce chartering opportunities, impact freight rates and influence long-term contract renewals with our charterers and customers.

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

A significant portion of our earnings are related to the oil industry and the demand for our oil tankers. In 2024, we still relied to a large extent on the cash flows generated from charters for our vessels that operate in the tanker sector of the shipping industry. Adverse developments in the tanker shipping industry, such as decreased demand for oil and oil products, could still have a significant impact on our financial condition and results of operations. Adverse developments in the tanker business could therefore reduce our ability to meet our payment obligations and our profitability.

The ongoing global energy transition is reshaping demand patterns in the maritime and transportation sectors. A shift from fossil fuels to alternative energy sources such as electricity, natural gas, LNG, renewable energy, hydrogen and ammonia may significantly impact traditional oil transportation markets. Additionally, the increasing adoption of electric vehicles and stricter emissions regulations may further reduce demand for oil-based transportation fuels, potentially affecting demand for oil tankers.

While some projections, such as those from the IEA, forecast “peak oil” to occur in the late 2020s, OPEC and other industry players maintain that oil demand will remain strong well beyond 2040. Regardless of the timing, the accelerating shift in consumer and industrial demand toward renewable and low-carbon energy sources, driven by government policies, corporate sustainability commitments and decarbonization targets, is reshaping global trade flows and impacting vessel demand across multiple shipping segments, including potentially the demand for our vessels.

At CMB.TECH, we recognise the structural shift and have strategically positioned ourselves as an early adopter and innovator in green fuel technologies, particularly in hydrogen and ammonia-based propulsion systems. Through our R&D initiatives, investments in dual-fuel and mono-fuel hydrogen and ammonia engines and the development of sustainable shipping solutions, we are proactively adapting to the energy transition. Our diversified fleet, including bulk carriers, chemical tankers, container vessels and hydrogen-powered ships could provide us with greater flexibility to navigate evolving market conditions.

As the global regulatory landscape tightens and industries accelerate the transition toward net-zero emissions, the active participation in the development of sustainable maritime solutions could provide competitive advantages. However, should the transition outpace technological and infrastructure readiness, or if new fuels such as hydrogen and ammonia do not scale as expected, market uncertainties could still impact our results of operations, cash flows and financial position.

Our expansion towards additional seaborne transportation sectors other than the tanker sector during 2024 (including those as a result of our acquisition of CMB.TECH Enterprises) exposes us to risks related to these additional sectors, including:

–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;

–our hydrogen and ammonia engine and fuel technology may not be successfully applied in longer haul routes;

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

–partnerships in which we cooperate with third parties may fail; and

–intellectual property rights owned by the Company may be challenged or may expire.

The accelerated adoption of electric vehicles and the transition toward renewable energy sources are poised to significantly impact the global trade and movement of crude oil and refined products.

According to the IEA, global electric car sales reached 14 million in 2023, accounting for 18% of all cars sold, up from 14% in 2022. Electric vehicles ("EVs") sales for 2024 reached 17 million. The IEA anticipated that the share of electric car sales would rise to 35% of global car sales by 2030, an increase from previous estimates of less than 25%. However, this estimation could require adjustment in view of the recent shifts in U.S. energy policy. Oil demand from road transport is projected to peak around 2025, with EVs displacing more than 5 million barrels of oil per day by 2030. This shift toward electrification and renewable energy could lead to a decrease in the demand for oil transportation, potentially resulting in lower charter rates and adversely affecting our business, operational results, cash flows, financial condition and ability to pay dividends.

However, it's important to note that while EV adoption is increasing, the IEA forecasts that global oil demand will continue to grow, albeit at a slower pace, reaching a plateau of approximately 105.6 million barrels per day by 2030. While the rise of EVs and renewable energy presents challenges, the ongoing demand for oil, particularly in sectors less susceptible to electrification, may continue to support aspects of our operations.

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 harbors, 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 vessels have been built since our fleet was constructed, and vessels with further advancements may be developed that are even more efficient, more flexible, or have longer operational lifespans, including new vessels powered by alternative fuels or incorporating advanced energy efficiency technologies that are perceived as more environmentally friendly by charterers. We face competition from companies operating more modern vessels with fuel-efficient designs, alternative propulsion systems, or digital optimization technologies. If new vessels are introduced that are significantly more efficient, more flexible, or have longer operational lives than existing eco-design vessels, competition from these newer models could adversely affect the charter hire payments we receive and significantly decrease the resale value of our vessels. In these circumstances, we may be forced to charter our vessels to less creditworthy counterparties, either because top-tier charterers prioritize newer and more technologically advanced vessels or because older vessels can only secure lower contracted charter rates in the market. 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, 2024, we had forty-one vessels under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled 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. Approved time charter ("TC") contracts could also be jeopardized and cause penalties by late delivery.

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

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.

Although none of our vessels owned or operated vessels called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government, the EU, the U.K. or other applicable governmental authorities ("Sanctioned Jurisdictions") in violation of sanctions or embargo laws during 2024, and we endeavor 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.

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 EU, 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 conflict between Israel and Hamas, the U.S., EU and U.K., together with numerous other countries, have led to the imposition of 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 may adversely affect our ability to operate in the affected regions and could restrict engagements with certain parties whose cargo we transport. The evolving nature of these sanctions necessitates continuous monitoring to ensure compliance and to assess their potential impact on our operations.

Since February 2022, the U.S., EU and allied nations have imposed a series of escalating economic sanctions against Russia in response to its ongoing military actions in Ukraine. These measures have intensified through the end of 2024, targeting various sectors of the Russian economy, including energy exports, financial institutions and maritime operations. In December 2024, the EU adopted its fifteenth package of sanctions against Russia, introducing measures aimed at vessels circumventing sanctions, known as the "shadow fleet", and subjecting more entities to tighter export controls, including several Chinese entities. These sanctions include travel bans, asset freezes and trade restrictions, significantly impacting Russia's oil and gas industry. The EU has also implemented prohibitions on the import of certain Russian energy products, including crude oil, petroleum fuels, LNG and coal, as well as restrictions on new investments in Russia. Additionally, the EU and the U.S. have prohibited specified services related to the maritime transport of Russian-origin crude oil and petroleum products, such as trading, financing, shipping, insurance, flagging and customs brokering. These prohibitions took effect on December 5, 2022, for crude oil and on February 5, 2023, for 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; however, implementation of this exception relies on a recordkeeping and attestation process that allows each party in the supply chain to demonstrate compliance. Violations of the price cap policy or the risk of false documentation may pose additional risks adversely affecting our business.

We believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2024, and intend to maintain such compliance, however maintaining compliance with the evolving sanctions presents significant challenges. The complexity of the regulations, coupled with the potential for rapid changes and varying interpretations, increases the risk of inadvertent violations. Our vessels may have, at times, carried cargo from or called on ports in sanctioned jurisdictions based on charterers' instructions, potentially without our full consent or knowledge. The emergence of Russia's "shadow fleet", comprising vessels used to circumvent sanctions, further complicates the maritime transport landscape, increasing scrutiny and regulatory oversight. Engaging with third parties over whom we have limited control heightens the risk of being implicated in sanctionable activities, despite our commitment to compliance. Any such violations could result in reputational damage, substantial fines, penalties or other sanctions, severely impacting our ability to access U.S. capital markets and conduct our business. Moreover, these issues could lead to investors divesting their interests or refraining from investing in our company and could adversely affect our loan agreements and transactions with various banks.

Risks related to the technological, regulatory and market aspects in the development, testing and commercialization of hydrogen and ammonia combustion engines and applications could adversely affect our business

Our H2 Industry division is engaged in the development, testing and commercialization of mono fuel and dual fuel hydrogen and ammonia combustion engines and applications for various industries, including marine, trucking, ports, mining, rail and power generation. The division is at the forefront of hydrogen-based decarbonization solutions, but the successful deployment and scaling of these technologies is subject to a variety of technological, regulatory, financial and market-related risks, for example:

• The conversion and retrofitting of new diesel trucks, straddle carriers, generator sets ("gensets") and vessels with the Company's dual fuel hydrogen technology at our Dual Fuel Workshop in Antwerp and other locations present a set of manufacturing and operational risks.

• The regulatory framework governing hydrogen- and ammonia-powered vehicles, equipment and vessels is still evolving, creating uncertainties in certification, permitting and compliance requirements.

• The success of our hydrogen and ammonia solutions depends on market acceptance, economic viability and competition with alternative decarbonization technologies.

• The high capital costs associated with research and development ("R&D"), testing and infrastructure investments create financial exposure and potential delays in achieving profitability.

• Geopolitical and supply chain risks

The development, production and distribution of green hydrogen and ammonia bears technological, regulatory and market risks which could adversely affect our business

Our H2 Infra division is engaged in the development, integration and management of infrastructure for green hydrogen and ammonia production and distribution. This includes projects such as the hydrogen production plant in Namibia, which generates off-grid, pure green hydrogen, the ammonia production plant, which will produce green ammonia, and the ammonia terminal in Namibia, designed to supply ammonia to power deep-sea vessels. These initiatives expose the company to technological, regulatory, operational, geopolitical and financial risks, including the following:

–Building and operating hydrogen and ammonia infrastructure presents unique technical and logistical challenges that could delay project execution, increase costs or impact operational efficiency.

–The hydrogen and ammonia industry is subject to complex, evolving regulatory frameworks that impact project approvals, safety standards and market access.

–The success of the H2 Infra division depends on the growth of the global hydrogen and ammonia market, as well as the commercial viability of large-scale production and distribution.

–Developing large-scale hydrogen and ammonia infrastructure requires significant capital expenditures and long-term financial commitments.

–Cybersecurity compliance risks.

Risks related to the acquisition of a controlling interest in Golden Ocean Group Limited

The share purchase of 40.8% of Golden Ocean Group Limited (Golden Ocean) implies that Golden Ocean is not in compliance with the change of control clause included in its loan agreements, leading to a risk of the lenders of Golden Ocean declaring a default and consequentially to cross defaults under their other loan agreements.

On March 4, 2025, CMB.TECH NV, through its subsidiary CMB.TECH Bermuda Ltd., entered into a share purchase agreement with Hemen Holdings Limited (Hemen) to purchase all of Hemen’s 81,363,730 of the common shares of Golden Ocean Group Limited at a purchase price of $14.49 per common share. Following the closing of the Share Purchase on March 12, 2025, Hemen ceased to hold any of the common shares of Golden Ocean, and CMB.TECH holds approximately 40.8% of the outstanding common shares. On April 3, 2025, the Company indirectly held a total of 98,400,304 shares of Golden Ocean, representing approximately 49.4% of Golden Ocean's outstanding voting shares, as an additional 17,036,574 shares have been acquired in the market after the acquisition of the 81,363,730 shares from Hemen on March 12, 2025. For more information, please see "Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS - B. Liquidity and capital resources - B.05 Recent Developments".

As all of the loan agreements of Golden Ocean contain a change of control compliance clause that prohibits any person, other than Hemen and certain of its affiliates, without the lenders prior written approval from either acquiring (directly or indirectly): (i) more than 33.33% of the shares or the votes of Golden Ocean; or (ii) the right to control the appointment of a majority of the members of the board of directors of Golden Ocean. As a result, of the transaction, Golden Ocean is not in compliance with certain clauses contained in its loan agreements, and if it is not successful in obtaining amendments to the loan agreements or does not refinance the outstanding indebtedness under such agreements, the non-compliance may cause the lenders of Golden Ocean to declare a default and accelerate the outstanding indebtedness under the relevant agreements, which may result in cross defaults under the other loan agreements of Golden Ocean and would impair its ability to continue to conduct its business.

Although Golden Ocean is currently not in default, its lenders may declare a default if they serve a notice of non-compliance and they fail to rectify the issue within 14 days period. As of April 9, 2025, Golden Ocean has not received any request to rectify the non-compliance. Golden Ocean is currently in discussions with its existing lenders to address the breach related to the change of control compliance clause discussed above. It has sent a request to the banks to amend the loan agreements to include a new change of control clause that would require it to prepay the outstanding borrowings in full if (i) two or more persons, other than the Company, acquires (directly or indirectly): (a) more than 33.33% of the shares or the votes of the Company; or (b) the right to control the affairs or composition of a majority of the members of the Board of Directors of the Company, or (ii) if any two or more persons, other than CMB NV, Saverco NV or Marc Saverys acquire (directly or indirectly): (a) more than 50.0 % of the shares or the votes of the Company; or (b) the right to control the affairs or composition of a majority of the members of the Board of Directors of CMB.TECH.

We have identified syndicate banks to refinance all or part of the Golden Ocean's current outstanding debt and have entered into credit committee approved commitment letters with these banks as of March 4, 2025 for outstanding borrowings of up to $2.0 billion, that are subject only to the execution of satisfactory documentation and customary covenants and closing conditions. If Golden Ocean is unable to reach agreements with their existing lenders, Golden Ocean plans on refinancing the existing debt with the committed financing described above, which may have, among others, the expected terms, as follows: Golden Ocean is the borrower, the guarantors are CMB.TECH, and the subsidiaries of Golden Ocean that own the vessels are serving as collateral under the loan. The financing is expected to have a 5-year tenor and a linear age adjusted amortization profile of 20 years. The facility is expected to be priced with an interest rate of SOFR plus a market-based margin. Moreover, in connection with any amendments to the refinancing of the loan agreements of Golden Ocean, their lenders may impose additional operating and financial restrictions on them and/or modify the terms of their existing loan agreements, which may limit their ability to, among other things, pay dividends, make capital expenditures and/or incur additional indebtedness, including through the issuance of guarantees. In addition, the lenders of Golden Ocean may require the payment of additional fees, require prepayment of a portion of the indebtedness to them, accelerate the amortization schedule for the indebtedness and increase the interest rates they charge us on the outstanding indebtedness. In accordance with the loan agreements, Golden Ocean has agreed to not make any financial distribution if an event of non-compliance has occurred, has been noticed by their lenders and is continuing. Golden Ocean is currently in discussion with their existing lenders to address the change in the Company’s largest shareholder as a result of the Share Purchase, and the discussions have not resulted in any rejections as of April 9, 2025. Because of the presence of cross default provisions in the loan agreements of Golden Ocean, the refusal of the relevant lender or lenders under any loan agreement to grant amendments could result in all of the indebtedness of Golden Ocean being accelerated even if the other lenders have amended covenant defaults under the respective loan agreements. A cross default provision means that if Golden Ocean defaults on one loan, they would then default on all of the other loans.

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, we operate 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 ongoing 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. In the Red Sea for example, in connection with the persistent targeting of commercial and naval vessels and the Gulf of Aden, in connection with the ongoing conflict between Israel and Hamas. These attacks have compelled many vessels to reroute around the Cape of Good Hope, bypassing the Suez Canal, which has led to increased voyage durations and costs.

The developments in the Ukraine region and continuing conflicts and instability 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 NATO countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry. The recent diplomatic efforts between U.S. President Donald Trump and Russian President Vladimir Putin have introduced potential pathways toward a ceasefire in Ukraine. However, these negotiations remain highly uncertain and could result in a settlement unfavorable to Ukraine and NATO allies, raising concerns about long-term European security. This geopolitical rift could provide Russia with opportunities to act more hostile toward Europe, increasing instability in the region and raising the risk of new conflicts.

Our business could also be adversely impacted by trade tariffs (particularly those expected to be implemented by the Trump administration), 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.

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

In order to manage our exposure to interest rate fluctuations under the SOFR or 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.

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.

We depend on third party service providers.

We currently outsource to third party service providers certain management services of our fleet, including certain aspects of technical, commercial and crew management. In particular, we have entered into ship management agreements that assign technical and crew management responsibilities to third-party technical managers for the majority of our fleet, mainly to Anglo-Eastern Ship Management.

We have transferred commercial management of part of our fleet to pool managers, mainly Tankers International Pool and STJS Pool.

In such outsourcing arrangements, we transfer 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 our vessels;

–obtain supplies and materials necessary for the operation and maintenance of our vessels;

–recruit crew members with training, licenses and experience appropriate for our 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 or other. The third-party service providers we have 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. We rely 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. We 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 we are 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 our 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.

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 178,726,458 of our ordinary shares, representing 92.02% of our outstanding shares, as of April 1, 2025. As long as one of our key shareholders beneficially owns a significant percentage of the outstanding ordinary shares, it is able to exercise significant influence over the Company and will be able to control the outcome of shareholder votes, including the adoption or amendment of provisions in our articles of incorporation or bye-laws and approval of possible mergers, amalgamations, control transactions and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, amalgamations, consolidation, takeover or other business combination. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our ordinary shares. CMB may not necessarily act in accordance with the best interests of other shareholders. The interests of a key shareholder may not coincide with the interests of other holders of our ordinary shares. To the extent that conflicts of interests may arise, key shareholders may vote in a manner adverse to some other holders of our securities.

In addition, certain members of our Supervisory Board, including Mr. 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, 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.

Risks Relating to Legal and Regulatory Matters

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

We operate worldwide, including, where appropriate, through agents or other intermediaries. Compliance with complex laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation and the EU-U.S. Privacy Shield Framework), 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 OFAC or other agencies, local laws such as the U.K. 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 could also result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

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

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

Environmental laws can also affect the resale value or useful lives of our vessels, can require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. We could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. Environmental laws often impose strict liability for remediation of spills and releases of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic operations. Violations of, or liabilities under, environmental laws can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels and could harm our reputation with current or potential charterers of our vessels. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

We are subject to sustainability reporting standards which impose substantial costs on our operations.

Companies like us subject to the Corporate Sustainability Reporting Directive ("CSRD") and other such sustainability reporting standards 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. The rules became applicable in the financial year 2024, for reports to be published in 2025. CMB.TECH is defined as a listed small-and medium-sized entity ("SME") for both CSRD and EU Taxonomy. SMEs with securities listed on EU regulated markets, have no longer any reporting requirements under CSRD and EU Taxonomy. Hence, CMB.TECH will only report Sustainability and Taxonomy-related information on a voluntary and case-by-case basis.

The EU ETS makes polluters pay for their greenhouse gas emissions, helps bring emissions down and generates revenues to finance the EU’s green transition. It operates in all EU countries, Iceland, Liechtenstein and Norway, and, as of 2024, regulates the shipping industry. Under the EU ETS, shipowners will need to register, open accounts and report their emissions within the methodology required by the system. Charterparties need to include new ETS-related clauses and divide responsibilities between Owners and Charterers in order to comply with the regulations. This will generate additional operational, legal and administration work. Non-compliance with the rules could lead to sanctions, whether due to unfamiliarity with the new regulations , making errors in the submission data , or poor agreements between Owners and Charterers, etc. This could have a material adverse effect on our business. We have therefore prepared terms and conditions for insertion into our trading contracts such as but not limited to time, voyage and bareboat charters, ship management agreements and other trading documents, aiming at protecting our best interests by limiting compliance and administration costs as well as other financial burdens. In view of the administration of our EU ETS rights and obligations, we have opened Maritime Operator Holding Accounts ("MOHA accounts") so as to enable us to buy, trade and surrender emission allowances online.

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

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

The operation of our vessels is regulated by international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the countries of their registration. As such, we are subject to the requirements set forth in the IMO’s International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention ("ISM Code"), the International Ship & Port Facility Security Code ("ISPS Code"), promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974 ("SOLAS Convention"), as well as to other conventions, mainly MARPOL, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers ("STCW"), etc. Failure to comply with these requirements may subject us to increased liability, may decrease available insurance coverage for the affected ships, and may result in denial of access to, or detention in, certain ports. The U.S. Coast Guard ("USCG") and E.U. Authorities enforce compliance with the ISM and ISPS Codes and prohibit non-compliant vessels from trading in U.S. and EU ports. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

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 and what effect, if any, such regulations might have on our operations. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost associated with 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 unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships (the "Hong Kong Convention"), aims to ensure ships, are being recycled once they reach the end of their operational lives and do not pose any unnecessary risks to the environment, human health and safety. Upon the Hong Kong Convention's entry into force on June 26, 2025, each ship that gets recycled will have to carry an inventory of its hazardous materials. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled.

In 2013, the European Parliament and the Council of the EU adopted the EU Ship Recycling Regulation ("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 only be recycled in facilities included on the European List.

Under the ESSR, commercial EU-flagged vessels of 500 gross tonnage and above may only be recycled at shipyards included on the European List. The European List currently 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 result in increased costs.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the International Oil Pollution Prevention ("IOPP") renewal survey, vessels are required to comply with the updated D-2 standard. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.

The regulatory landscape in the U.S. concerning vessel discharges is currently evolving. While the 2013 Vessel General Permit ("VGP") program and the U.S. National Invasive Species Act ("NISA") remain in effect, the Vessel Incidental Discharge Act ("VIDA") introduces a new regulatory framework. On September 20, 2024, the U.S. Environmental Protection Agency ("EPA") finalized the Vessel Incidental Discharge National Standards of Performance, establishing national standards for approximately 30 types of incidental discharges, including ballast water, similar to those previously covered under the VGP. Following this, the USCG is now responsible for developing the corresponding implementation, compliance, and enforcement regulations, which are expected by September 2026. Until the USCG finalizes these regulations, vessels must continue to comply with the existing EPA 2013 VGP and applicable USCG ballast water requirements. However, the future implementation of the VIDA framework may necessitate the installation of new equipment or modifications to existing systems to meet updated discharge standards. These developments could result in substantial additional costs, which may adversely affect our operational flexibility and profitability.

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

Due to concern over the risk of climate change, a number of countries, the EC and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap-and-trade regimes, carbon taxes, taxonomy of ‘green’ and ‘brown’ economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, in 2016, IMO's Marine Environment Protection Committee ("MEPC") announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from to 0.5% as of the beginning of 2020. Additionally, in 2018, nations at the MEPC 72 nd session ("MEPC 72") adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reduce 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 ("CO2") 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. At the MEPC 73 rd session in 2018 , IMO approved a follow-up program. At the MEPC 80 th session ("MEPC 80") in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships: to reduce carbon intensity through further design improvements to the energy efficiency for new ships; to reduce CO2 emissions per transport work, as an average across international shipping, by at least 40% by 2030, compared with 2008; to increase the uptake of zero or near-zero GHG emissions technologies, fuels or energy sources by at least 5%, striving for 10%, of the energy used by international shipping by 2030; and to peak GHG emissions from international shipping as soon as possible and to reach net-zero GHG emissions close to 2050.

At the conclusion of the MEPC 82 nd session ("MEPC 82"), IMO member states identified further areas of convergence in their positions. They produced a draft legal text to use as a basis for ongoing talks around the proposed “mid-term measures” for GHG reduction, which are expected to be adopted at the MEPC 83 rdsession ("MEPC 83"), which will be held from April 7, 2025 to April 11, 2025.

The EU has also included shipping in its EU ETS. The EU has established a regulatory framework for monitoring and reducing greenhouse gas emissions from maritime transport under the EU ETS. Accordingly, 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. The inclusion of maritime shipping emissions within the scope of the EU ETS is on basis of 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 as from the outset. Starting in 2025, large offshore vessels of 5,000 gross tonnage and above will be subject to the Monitoring, Reporting, and Verification ("MRV") regulation for CO2 emissions from maritime transport. These vessels will then be included 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 in 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane. Additionally, the European Council of the EU has 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% as of January 1 2025, with additional reductions contemplated every five years (up to 80% as of January 1, 2050). Additional EU regulations that 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 became applicable to 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 that 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. We have therefore prepared terms and conditions for insertion into our trading contracts, such as but not limited to time, voyage and bareboat charters, ship management agreements and other trading documents, aiming at protect our best interests by limiting compliance and administration costs as well as other financial burdens. In view of the administration of our EU ETS rights and obligations, we have opened MOHA accounts so as to enable us to buy, trade and surrender emission allowances online.

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 charter 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 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 Green 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 became applicable in 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) ("NFRD") is an amendment to the Accounting Directive ("Directive 2013/34/EU"). Under the NFRD, large listed companies, banks and insurance companies 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 CSRD, 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. Seafarers are not classified as full-time equivalents ("FTEs") as they are associated with external ship managers and agents. CMB.TECH had 252 FTEs registered on our payroll (2024). Given that condition, the Company does not qualify for mandatory reporting of EU Taxonomy eligibility and alignment. On February 26, 2025, the EC introduced an Omnibus package to streamline reporting while maintaining transparency, proposing changes to the scope and timing of the CSRD, EU Taxonomy, and Corporate Sustainability Due Diligence Directive ("CSDDD"). CMB.TECH is defined as listed SME for both CSRD (less than 1000 employees) and EU Taxonomy (less than 1000 employees). SMEs with securities listed on EU regulated markets, no longer have any reporting requirements under CSRD and EU Taxonomy. Hence, CMB.TECH will only report Sustainability and Taxonomy-related information on a voluntary and case-by-case basis.

Sulphur Oxide Emissions:

To mitigate the sulphur oxides emissions from shipping, a global cap on the sulphur percentage of 0.5 % in the fuel oil burnt has been enforced since 1 January 2020. Additionally, the fuel oil sulphur % limit of 0.1 % was established for the ships operating inside special areas. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners are required to comply with this regulation by:

–using 0.5% sulphur or 0.1% sulphur fuels on board, which are available around the world but at a higher cost;

–installing scrubbers for cleaning of the exhaust gas which required capital investment; or

–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 are significant and have a material adverse effect on our future performance, results of operations, cash flows and financial position. From 1 st May 2025, the Canadian and Mediterranean areas would be Emission control areas requiring stricter sulphur compliance and this affects the vessels operating costs in these regions.

Decarbonisation

The globally increasing focus on GHG emissions and climate change discussions led to the IMO, at the MEPC 62 in 2011, to adopt the carbon emission reduction regulations, through the introduction of technical and operational measures in Chapter 4 under MARPOL Annex VI.

The technical measures introduced in 2011 required all the new build vessels to achieve a ship type specific energy efficiency level, measured as Energy Efficiency Design Index (EEDI), gradually increasing to more efficient new build ships, in a phased manner after entering into force in 2013. The increased investment into energy efficiency enhancing designs and technologies was balanced by the reduction in the fuel consumption costs. Further, at MEPC 75, amendments were made to Annex VI extending the EEDI regulations to reduce greenhouse gas emissions from existing ships (EEXI) which required ships to assess and measure their energy efficiency and to achieve a 20% reduction in the design energy efficiency index from 2008 baseline, measured as EEXI or EEDI. These EEXI regulations were enforced from January 2023, driving the investment in energy efficiency technologies, retrofits and reduction of engine power (and associated speed).

The operational measures introduced in 2011, required the ships above 5000 gross tonnage to develop and implement a Ship Energy Efficiency Management Plan (SEEMP). In 2016, MEPC 70 introduced the IMO Data Collection System (DCS) which mandated these ships to collect the consumption data for each type of fuel and additional data reporting requirements with effect from 1 st January 2019.

Further, the IMO introduced mandatory operational measures to reduce the carbon emissions intensity (Carbon Intensity Indicator- CII) from ships and to achieve a target of a 40% reduction in carbon emissions intensity by 2030 compared to 2008. This required ships of 5,000 gross tonnage to document and verify their actual annual operational CIIattained basis the DCS submission against a determined annual operational CIIrequired. The CIIrequired values is gradually made more stringent each year in alignment to the IMO’s decarbonisation trajectory short term goals. A vessel with CIIattained lower than its CIIrequiredhas a superior energy efficiency rating of A or B which may provide commercial benefits to us. Vessels that continually receive inferior CII ratings of D for 3 years or E for a year, are required to submit corrective action plans to ensure compliance and this affects the operational speeds. The CII ratings are negatively affected by the charterer’s operational decisions such as increased speed and extended time spent in anchorages or at port, which adversely impacts the vessel’s future tradability. This requires new clauses in the Charterparties which increase administrative burden but are needed to legally protect Owners in case Charterers do not comply with requirements. Inferior CII ratings could lead to adverse effects on our vessel’s tradability, our legal and financial situation.

Presently our fleet of vessels meet the compliance values as per the EEDI / EEXI regulations. Investments in our vessels design and operational energy efficiency provides us commercial edge over the competition and improves the vessel’s acceptability in the market.

In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by 1 January 2026 and decide on the CII reduction factor for 2027 and beyond. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.

Also in July 2023, IMO adopted the revised 2023 IMO Strategy on Reduction of GHG Emissions from Ships setting increased levels of ambition for the shipping industry:

–to reduce CO2 emissions per transport work, as an average across international shipping, by at least 40% by 2030, compared with 2008

–to increase the uptake of zero or near-zero GHG emissions technologies, fuels or energy sources by at least 5%, striving for 10% of the energy used by international shipping by 2030

–and to peak GHG emissions from international shipping as soon as possible and to reach net-zero GHG emissions close to 2050.

It also introduced 2 indicative check points in the strategy:

–to reduce total GHG emissions by 20%, striving for 30% by 2030 compared to 2008

–to reduce total GHG emissions ay at least 70%, striving for 80% by 2040, compared to 2008

Discussions are presently underway to decide on the IMO’s midterm measures consisting of market-based measures (MBM) like introducing fund, tax or levy based on GHG total emissions or GHG fuel intensity calculated basis the life cycle emissions (well to wake) of fuels. Intention of the MBM is to drive the demand for alternate fuels, finance the decarbonisation projects and provide regulatory impetus to ships owners to invest in zero or near zero GHG emissions ships.

This is in line with the European Union’s Emissions trading Scheme (EU ETS) and the FuelEU Maritime which are in force.

These upcoming regulations will have significant impact on the charterparty clauses, overall trade patterns and will affect the company’s financial position. As ship owners, we face the uncertainty of the alternate fuel availability and increased fuel costs, requiring us to carry out comprehensive market assessment prior taking decisions on investments in alternate fueled vessels.

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 owning, operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Biodiversity

Ballast Water discharges and hull biofouling are identified as threat to biodiversity by transfer of invasive species due to ship operation and introduced the ballast water regulations and biofouling guidelines to mitigate this risk. The ballast water regulations initially required the vessels to carry out ballast water exchange and with the entry of the convention into force in 2017 for new builds and 2019 for existing vessels, it became mandatory for the vessels to install an IMO Type approved Ballast water treatment plants onboard. The company overcame this challenge through capital investment in the installation of Ballast Water Management Systems (BWMS) by retrofitting in the existing ships or in new builds. In 2023 at MEPC 80, IMO amended the Biofouling guidelines, recommending the ships to incorporate a biofouling management plan, detailing on the routine hull inspection and cleaning.

The MEPC 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 are required to either to 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.

Black Carbon

MEPC 75 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. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other 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.

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 own operations or that of suppliers and service providers in our value chain, including with respect to infrastructures on which we rely to be able to conduct 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" ("PFIC"), which could have adverse United States federal income tax consequences to United States shareholders.

A foreign corporation will be treated as a PFIC for United States federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute "passive income." United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

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

There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service ("IRS"), pronouncements concerning the 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 ("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 that qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990 (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 ("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 that 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, the Company 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 application for prolongation of this Tonnage Tax Regime as from 2024 was timely filed before the end of 2023 and was approved in 2024 by the Belgian Ruling Commission. The Belgian Ruling Commission formally confirmed that the Tonnage Tax Regime applies for a ten-year period as from January 1, 2024 and thereafter will be automatically renewed for another ten-year period. This tonnage tax replaces all factors that are normally taken into account in traditional tax calculations, such as profit or loss, operating costs, depreciation, gains and the offsetting of past losses of the revenues taxable in Belgium.

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

We also operate vessels under Belgian, French, Greek, Marshall Islands, Liberian and Madeira 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 cannot 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 June 19, 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 until March 2024 with a degree on the waiver for penalties and interests claimed. Despite the Double Tax Treaty between Belgium and Nigeria, the Nigerian government has shown to be difficult in cooperating on the subject. If the legal tax issues are not handled with proper care, this could result in an adverse effect on our financial situation, our trade and operations going forward.

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

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

We are subject to income and other taxes in the United States and foreign jurisdictions, and our results of operations and financial results may be affected by tax and other initiatives around the world. For instance, there is a high level of uncertainty in today's tax environment stemming from global initiatives put forth by the Organisation for Economic Co-operation and Development's ("OECD") two-pillar base erosion and profit shifting project. In 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the 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.

The price of our ordinary shares has ranged between $17.59 and $9.93 during 2024. 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, such as the COVID-19 pandemic, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.

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

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

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 common stock 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.

As of April 9, 2025, we owned 25,807,878 of our own shares (11.73% of the total issued 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 authorize the repurchase of ordinary shares will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the Supervisory Board deems relevant. Based on an evaluation of these factors, the Supervisory Board may determine not to repurchase shares or to do so at reduced levels compared to historical levels, any or all of which could reduce returns to our stockholders. The Supervisory Board may suspend or discontinue this authorization at any time.

The Supervisory Board decided to amend our dividend policy to a full discretionary dividend policy. We therefore cannot assure you that we will declare or pay any dividends. The shipping industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.

The Supervisory Board amended our dividend policy to a full discretionary dividend policy at the end of 2023.

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

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

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

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

We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are 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, 2024, our issued (and fully paid up) share capital was $239,147,505.82 which was represented by 220,024,713 shares. As of December 31, 2024, we had:

–194,216,835 ordinary shares outstanding, and

–25,807,878 treasury shares.

Our Shareholders’ Special Meeting in 2021 authorized our Supervisory Board 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 €0.01.

On March 21, 2024, the Supervisory Board had authorized the Management Board to repurchase up to 10 million shares at a maximum purchase price per share of $17.86 (dividend or other distribution paid should be deducted from this amount as of the ex-dividend date) with a term from March 21, 2024 to June 28, 2024. Shares that we repurchase can be cancelled or can be held as treasury shares, at our option.

Under Belgian corporate law, 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 in 2020, our Supervisory Board is 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 such future equity offering.

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

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

For example, there are no statutory dissenters’ rights under Belgian law with respect to share exchanges, mergers and other similar transactions, and the rights of shareholders of a Belgian company to sue derivatively, on 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.

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

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

–the judgment did not violate the rights of the defendant;

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

–the judgment is not subject to further recourse under U.S. law;

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

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

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

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

–the judgment submitted to the Belgian court is authentic.

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

According to the Belgian law, any shareholder who acquires 30% or more of our issued shares is required to make a mandatory unconditional public takeover bid in the remaining shares in CMB.TECH that it and its affiliates do not already own. The purpose in making the offer for the remaining shares in CMB.TECH is to comply with its obligations under Article 5 of the Takeover Law and Article 50 of the Takeover Decree. Any shareholder who comes into possession, other than following a voluntary takeover bid, directly or indirectly, of more than 30% of 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.