5493006GOR72R0ZYBN98-2022-12-31-en.xhtml

FINANCIAL

REPORT

5.1 ANNUAL REPORT

OF THE BOARD OF DIRECTORS

TO THE SHAREHOLDERS 99

5.2 CONSOLIDATED FINANCIAL STATEMENTS 105

5.3 STATUTORY FINANCIAL STATEMENTS 173

> Quote bij tekening van Karl Meersman

98 5. Financial report

CONTENTS

5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS

TO SHAREHOLDERS

5.2 CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

NOTE 1 - ACCOUNTING POLICIES

NOTE 2 - SEGMENT REPORTING

NOTE 3 - RECONCILIATION SEGMENT REPORTING

NOTE 4 – DIVESTITURES

NOTE 5 – BUSINESS COMBINATIONS AND OTHER SHARE DEALS

NOTE 6 – REVENUE

NOTE 7 – GAIN ON DISPOSAL

NOTE 8 - VESSEL EXPENSES

NOTE 9 – PURCHASE OF GOODS

NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 11 - PERSONNEL EXPENSES

NOTE 12 - FINANCE INCOME / EXPENSES

NOTE 13 - INCOME TAXES

NOTE 14 - VESSELS AND BARGES

NOTE 15 - OTHER PROPERTY, PLANT AND EQUIPMENT

NOTE 16 - RIGHT-OF-USE ASSETS

NOTE 17 – INVESTMENTS IN EQUITY ACCOUNTED INVESTEES

NOTE 18 - FINANCIAL INFORMATION EQUITY ACCOUNTED INVESTEES

NOTE 19 - BORROWINGS TO EQUITY ACCOUNTED INVESTEES

NOTE 20 - TAX ASSETS AND LIABILITIES

NOTE 21 - ASSETS HELD FOR SALE

NOTE 22 - OTHER INVESTMENTS

NOTE 23 - INVENTORIES

NOTE 24 - TRADE AND OTHER RECEIVABLES

NOTE 25 - RESTRICTED CASH AND CASH AND CASH EQUIVALENTS

NOTE 26 - SHARE CAPITAL AND RESERVES

NOTE 27 - EARNINGS PER SHARE

NOTE 28 – BORROWINGS

NOTE 29 - SHARE BASED PAYMENTS

NOTE 30 - EMPLOYEE BENEFITS

NOTE 31 - TRADE AND OTHER PAYABLES

NOTE 32 - FINANCIAL RISKS AND FINANCIAL INSTRUMENTS

NOTE 33 – LEASES

NOTE 34 - CAPITAL COMMITMENTS

NOTE 35 – CONTINGENCIES

NOTE 36 - RELATED PARTIES

NOTE 37 - GROUP ENTITIES

NOTE 38 - FEES STATUTORY AUDITOR

NOTE 39 - SUBSEQUENT EVENTS

SIGNIFICANT JUDGEMENTS AND ESTIMATES

STATEMENT ON THE TRUE AND FAIR VIEW OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND THE FAIR OVERVIEW OF THE MANAGEMENT REPORT

STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’ MEETING OF EXMAR NV

FOR THE YEAR ENDED 31 DECEMBER 2022 – CONSOLIDATED FINANCIAL STATEMENTS

5.3 STATUTORY FINANCIAL STATEMENTS

5.1

ANNUAL REPORT OF THE

BOARD OF DIRECTORS

TO THE SHAREHOLDERS

The Board of Directors hereby submits the combined annual report on the individual and

consolidated annual accounts of EXMAR NV (the “Company”) dated December 31, 2022 in

accordance with articles 3:6 and 3:32 of the Belgian Code of Companies and Associations

(“BCCA”).

The Company must publish its annual accounts in ac-

cordance with the stipulations of the Royal Decree dated

November 14, 2007 concerning the obligations of issuers

of financial instruments who are entitled to trade on the

Belgian regulated market.

Any elements that are applicable to the Company in

accordance with the BCCA and the above-mentioned

Royal Decree shall be covered in this report and in the

Corporate Governance Statement. This annual report

should consequently be read in conjunction with EX-

MAR’s 2022 report.

The war in Ukraine causes uncertainty to 2022 not only

from a human aspect, but also in terms of the stability of

global energy markets. In this context, EXMAR remains

committed to play its role in the energy value chain with

its floating solutions for the export and import of gas. The

potential impact on its activities is being monitored on a

daily basis. For completeness, we can confirm that none

of our vessels are active in risk areas or under contract

with parties subject to international sanctions related to

this conflict. Furthermore, utmost effort is done to man-

age the logistical challenges in a humane way, both on

shore and on board.

COMMENTS ON THE CONSOLIDATED ANNUAL

ACCOUNTS

The consolidated annual accounts were prepared in ac

cordance with International Financial Reporting Stand-

ards (IFRS).

Below comments are based on the consolidated annual

accounts prepared in accordance with IFRS, whereby the

joint ventures are accounted for under the equity method.

In 2022, the EXMAR Group achieved a consolidated

profit of USD 320.3 million (USD 11.6 million in 2021).

Revenue increased in 2022 by USD 7.4 million up to USD

155.6 million due to (i) the full year operation of the two

newbuilds FLANDERS INNOVATION and FLANDERS PI-

ONEER, (ii) the employment of the FSRU EEMSHAVEN

LNG, previously called FSRU S188, since August 2022,

(iii) higher licence and engineering revenue from differ-

ent projects, (iv) inclusion of the EXCALIBUR as from the

fourth quarter 2022, (v) Bexco NV entering into scope

since November 2022, partially offset by (vi) the early ter-

mination fee on the cancellation of the FSRU S188 charter

agreement by Gunvor in April 2021 (USD 56.8 million).

Gain on disposal amounted to USD 319.6 million in 2022

and primarily resulted from the sale of 100% of the shares

of Export LNG Ltd., the owning company of the TANGO

FLNG, in August 2022 (USD 315.7 million) and from the

derecognition of Bexco NV as joint-venture upon obtain-

ing full control (USD 3.5 million).

As a consequence of the full year employment of the

two VLGC newbuilds of 2021, the change from lay-up to

start-up of the EEMSHAVEN LNG, higher engineering

activities and the inclusion of Bexco NV since November

2022, operating expenses increased, although in part

compensated by lower impairment losses. 2021 included

an impairment loss of USD 19.0 million on the FSRU S188

(now EEMSHAVEN LNG) following its unemployment,

which was reversed during 2022.

Net financial expenses increased from USD 10.6 mil-

lion in 2021 to USD 23.4 million in 2022 and can be ex-

plained as follows:

•

Higher interest expenses of USD 6.4 million due to

the financing of the new VLGC’s since mid 2021, the

effective interest rate correction on the pressurized

fleet following the early buy-out, partially offset by

lower interests due to the (early) repayment of the

NOK bond and the Bank of China loan facility for the

TANGO FLNG;

•

USD 7.8 million net exchange losses resulting from a

USD 5.6 million loss on the settlement of EUR-USD

short-term swaps and lower NOK exchange gains

(the NOK bond was repaid in May 2022);

•

USD 6.2 million higher amortization and banking fees

due to the accelerated recognition of the capitalized

financing fees of the Bank of China and Sequoia cred-

it facilities upon their early termination and related

cancellation fees;

•

USD 5.2 million interest income resulting from the

higher cash position of EXMAR after the proceeds

of the sale of the owner of TANGO FLNG;

•

USD 2.5 million premium refund resulting from the

early repayment of the Bank of China facility.

1095. Financial report

The share of equity accounted investees increased from

USD 21.8 million in 2021 to USD 32.0 million in 2022 main-

ly as a result of higher net result at the LPG joint venture.

Vessels and barges amounted to USD 438.0 million at

year-end 2022, a decrease of USD 210.5 million, which is

the combined effect of the sale of TANGO FLNG, through

the sale of 100% of the shares in the owning company

Export LNG Ltd. (USD 256.2 million), the depreciation

charge of the year (USD 31.6 million), the acquisition of

the EXCALIBUR (USD 39.9 million), capitalized dry-dock

expenses (USD 19.9 million) and USD 18.3 million impair-

ment reversal of the FSRU S188 (now EEMSHAVEN LNG).

Other property, plant and equipment increased by

USD 13.3 million primarily as a result of the inclusion of

Bexco NV.

Investments in equity accounted investees increased

by USD 20.3 million up to USD 107.1 million end 2022,

primarily as a result of our share in the net result of these

joint ventures and associated companies (USD 32.0 mil-

lion), offset by Bexco NV and Solaia Shipping LLC which

are no longer joint ventures (impact of USD 11.6 million)

and dividends received (USD 2.1 million).

The borrowings to equity accounted investees (both

non-current and current) amounted to USD 7.0 million

end 2022 and comprise the shareholder loan to our asso-

ciated company Electra Offshore Ltd which was reduced

to its expected recoverable amount. During 2022, EX-

MAR LPG repaid its outstanding loans (USD 32.3 million

at year-end 2021).

At year-end 2021, the assets held for sale contained the

aircraft, which was sold early 2022.

As a result of the acquisition of Bexco NV in 2022, the

Group had inventories of USD 9.2 million at year-end

2022.

Excluding the final YPF settlement fees of USD 24.4 mil-

lion received in 2022, current trade and other receiv-

ables increased by USD 36.3 million due to Bexco NV

entering into scope, new receivables from the charter

and/or service agreements for the EEMSHAVEN LNG,

TANGO FLNG and EXCALIBUR and higher advances

paid to suppliers.

In 2021, the restricted cash of USD 76.1 million related

to the credit facility of Bank of China for the TANGO

FLNG. This balance was released in 2022 upon the early

repayment of the loan.

The cash position on December 31, 2022 amounted to

USD 519.6 million and increased by USD 448.4 million

mainly thanks to the receipt of the net proceeds of the

sale of Export LNG Ltd. to Eni.

Equity amounted to USD 798.7 million end 2022, or a

strengthening of USD 262.2 million primarily as a result

of USD 320.3 million profit of the year, offset by the pay-

ment of USD 59.8 million dividends.

End 2022, borrowings (non-current and current) amount-

ed to USD 218.3 million (2021: USD 424.8 million). The

decrease of USD 206.5 million is in essence explained by

the (early) repayment of the TANGO FLNG (USD 129.3

million) and NOK bond facilities (USD 71.3 million).

Other non-current payables comprise a contingent con-

sideration liability of USD 78.0 million at year-end 2022

related to a price adjustment clause in the sales agree

ment with Eni.

Trade and other payables increased by USD 38.3 million

to USD 75.5 million end 2022 due to Bexco NV and Solaia

Shipping LLC entering into the consolidation scope and

higher Infrastructure activities related to the EEMSHAV-

EN LNG and TANGO FLNG.

COMMENTS ON THE STATUTORY FINANCIAL

STATEMENTS

The statutory accounts were prepared in accordance with

Belgian GAAP and accounting principles were consist-

ently applied. These accounts will be presented for ap-

proval to the General Meeting of Shareholders on May

16, 2023.

The below comments cover the main items of the statu-

tory annual accounts:

The operational result amounted to USD -10.8 million

in 2022 (2021: USD -4.5 million).

Financial result improved from USD -23.9 million in 2021

(loss) to USD 247.1 million in 2022 primarily due to divi-

dends received (USD 241.4 million) from group compa-

nies and lower impairment losses on intercompany loans.

The statutory result for the financial year amounts to a

profit of USD 236.0 million compared to a loss of USD

-28.6 million in 2021.

At the end of 2022, the total assets amounted to USD

857.1 million, including USD 280.6 million financial fixed

asset and USD 495.8 million investments (mainly term

deposits) and cash. During 2022, intra-group receiva-

bles were repaid for USD 262.0 million and the cash po-

sition increased significantly by USD 441.4 million due

to an upstream of cash resulting from the sale of 100%

of the shares of Export LNG Ltd., the owner of the TAN-

GO FLNG.

Equity amounted to USD 744.2 million at the end of 2022

(2021: USD 564.2 million) and increased by the profit

of the year of USD 236.0 million and decreased by the

intermediary dividend distribution of USD 56.0 million.

On November 2, 2022, the General Meeting of Share-

holders approved a gross intermediary dividend of EUR

0.95 per share or a gross dividend of EUR 56.5 million or

USD 56.0 million.

The provisions decreased by USD 9.0 million as a fi

nancial guarantee given to intra-Group companies was

settled.

110 5. Financial report

Liabilities amounted to USD 112.1 million end 2022 com-

pared to USD 101.0 million in 2021.

At the General Meeting of Shareholders on May 16, 2023,

the Board of Directors will propose to distribute a gross

dividend of EUR 1,00 per share and to allocate the result

of the year as follows:

Profit carried forward: USD 183,668,811.64

Profit of the financial year: USD 235,991,843.69

Transfer to reserves: USD -8,144,999.03

Intermediary dividend USD -56,038,885.00

RESULT TO

APPROPRIATE:

USD 355,476,771.30

Dividend payable: USD 63,462,700.00

Result to carry forward: USD 292,014,071.30

RISK FACTORS

As described in the Corporate Governance Statement.

NON-FINANCIAL INFORMATION

As described in chapter 3.1 ESG of the EXMAR 2022

report.

SUPPLEMENTARY INFORMATION

Research and Development

As described in chapter 3.1 ESG of the EXMAR 2022

report.

Employees

On December 31, 2022 EXMAR’s global staff comprised

1,926 employees, including 1,508 crew at sea (2021: 1,849,

including 1,615 crew at sea).

Many of the crew at sea are employed on assets owned

or operated by our equity accounted investees; the cor

responding expenses are not included in EXMAR’s con-

solidated personnel or crew expenses.

Acquisition or sale of treasury shares

There were no such transactions in 2022. We refer to the

Corporate Governance Statement.

On December 31, 2022 EXMAR owned 2,273,263 own

shares, representing 3.82% of the total number of shares

issued.

Justification of the Accounting Principles

The accounting principles applied during the closure of

the statutory annual accounts do not differ from the ac-

counting principles applied during the previous financial

year. A summary of the accounting principles of valua-

tion is attached to the statutory annual accounts. For

the consolidated financial statements please refer to the

section on valuation principles for the consolidated an-

nual accounts.

Defensive Mechanisms

Described in the Corporate Governance Statement.

Branch offices

EXMAR NV has no branch offices.

Stock Option Plan

So far, the Board of Directors has decided on ten occa-

sions (10 plans) to offer a number of employees of the

EXMAR Group options on existing shares.

As of December 31, 2022 only one plan is still open (we

also refer to Note 29 Share based payments of the con-

solidated annual report):

Plan 10

Date of offer: December 4, 2015

Number of outstanding options: 321,250

Exercise period:

January 1, 2019

until December 3, 2023

Exercise price in EUR: 9.62

Additional activities carried out by the Statutory

Auditor

During the past financial year, the Statutory Auditor or

companies or persons related to the Statutory Auditor,

have been involved in audit related matters and has pro-

vided limited tax services for the Group. The non-audit

fees did not exceed the Group audit fees.

Financial instruments

The long-term vision, that is typical of EXMAR’s activities,

is accompanied by long-term financing and therefore

EXMAR’s activities are also exposed to floating inter-

est rates. EXMAR actively manages this exposure and

if deemed appropriate could cover itself for rising in-

terest rates for a part of its debt portfolio by means of

various instruments. The Group’s currency risk is histori-

cally mainly affected by the EUR/USD ratio for manning

its fleet, paying salaries and all other personnel related

expenses. As per December 31, 2022, the Company had

no financial instruments in place to cover the EUR/USD.

At year-end 2022, EXMAR had purchased EUR 75.6 mil-

lion daily swaps for USD 80.6 million.

Application of article 7:96 of the Belgian Code

of Companies and Associations

Per Article 7:96 of the Belgian Code of Companies and

Associations (BCCA) directors who have a conflict of in-

terest with respect to a decision to be taken by the Board

have to inform the other directors of this before the de-

cision is taken and may not participate in the discussion

and decision making. Such declaration and the nature of

the conflict of interest have to be set out in the minutes,

which also have to describe the nature of the Board’s de-

cision, its financial consequences for the Company and its

justification. This part of the minutes is to be included in

the annual financial report, and goes as follows.

The Nomination and Remuneration Committee discussed

the 2022 bonus proposal for the group, a total amount

of EUR 7,3 million, to be paid by the Company. The pro-

posal is submitted to the Board for approval.

1115. Financial report

Prior to the Board discussion the directors Nicolas Sav-

erys, as director and shareholder of Saverex NV, Steph-

anie Saverys, as director and shareholder of Saverex NV,

FMO BV (represented by Francis Mottrie) and Carl-An-

toine Saverys, as director and shareholder of Saverex

NV and in own name, inform the other directors that

they have a pecuniary interest that conflicts with that of

the Company, as they are, indirectly or directly, benefi-

ciaries of proposed bonuses. They will not participate

in the discussion or take part in the decision-making on

the recommendation of the Committee and leave the

meeting during the discussion and decision-making on

the proposal.

The following bonuses are proposed:

- EUR 2,000,000 to Saverex NV

- EUR 500,000 to FMO BV

- EUR 125,000 to Carl-Antoine Saverys

- EUR 573,760 to the other members of the Executive

Committee (allocated as per the recommendation of

the Committee)

- The balance of the amount to members of the Exmar

group personnel

As per the recommendation of the Audit and Risk Com-

mittee, the Board is of the opinion that the procedure laid

out in Article 7:97 BCCA is not to be applied with respect

to the bonus to Saverex NV, as the value (including all

transactions with respect to Saverex NV during the last

12 months) is less than 1% of the net assets of the Com-

pany on consolidated basis.

The Nomination and Remuneration Committee recom-

mends to the Board to approve the proposal. The Board,

having duly considered the financial impact for the Com-

pany of the 2022 bonus proposal as set forth above, is

of the opinion that the proposal is justified because of

extraordinary achievements in 2022 by the beneficiaries

and for retention purposes. The Board decides to ap-

prove the recommendation from the Committee, and

that it will submit the bonus proposal for Saverex NV

to the General Meeting of Shareholders, for approval.

The Committee also discussed the proposal to increase

the remuneration of certain members of the Executive

Committee and personnel, and the fee under the con-

sultancy agreement with Saverex. The proposal is sub-

mitted to the Board for approval.

Prior to the Board discussion the directors Nicolas Sav-

erys, as director and shareholder of Saverex NV, Steph-

anie Saverys, as director and shareholder of Saverex NV,

and Carl-Antoine Saverys, as director and shareholder

of Saverex NV and in own name, inform the other Board

members that they have a pecuniary interest that con-

flicts with that of the Company, as they are, indirectly or

directly, beneficiaries of the increase of remuneration.

They will not participate in the discussion or take part

in the decision-making on the recommendation of the

Committee and leave the meeting during the discussion

and decision-making on the proposal.

An increase of the yearly fee under the consultan

cy agreement with Saverex NV is proposed to EUR

1,200,000, from 2023 onwards. For Carl-Antoine Sav-

erys an increase is proposed to EUR 250,000 per year

from 2023 onwards.

The Committee recommends to the Board to approve

both proposals. The Board, having duly considered the

financial impact for the Company of the salary adjust-

ment proposal as set forth above, is of the opinion that

the proposal is justified because of extraordinary work

delivered in 2022 and also for retention purposes, and

in accordance with the Company’s remuneration policy.

The Board decides to approve the recommendation from

the Committee.

Significant events after balance sheet

We refer to Note 39 Subsequent events of the consoli-

dated annual report.

OUTLOOK

Shipping:

Very Large Gas Carriers (VLGC)

EXMAR’s LPG fuelled 88,000 m³ VLGC 2021 newbuilds,

FLANDERS INNOVATION and FLANDERS PIONEER are

serving a long-term time-charter agreement with Equinor

ASA (Norway). With the large capacity and the dual fuel

LPG engine, these vessels represent the best technolo-

gy available today with respect to reducing greenhouse

gas emissions.

The VLGC BW TOKYO performed well in the course of

2022 in the BW VLGC pool and we expect similar per-

formance in 2023.

Midsize Gas Carriers (MGC)

During 2022, 40% of EXMAR’s Midsize fleet was dedicat-

ed to transporting ammonia and 60% to LPG. For 2023

the ammonia share is expected to increase up to 50%.

EXMAR, which has a 50 / 50 joint venture with SEAPEAK

for the Midsize fleet, continues to build on its existing loy-

al customer base with extensions of existing time charter

contracts at profitable levels. At the beginning of 2023,

80% of EXMAR’s Midsize fleet has already been commit-

ted to these clients for 2023.

Pressurized

EXMAR’s pressurized fleet of 10 ships remained dedicat-

ed to well-established industrial and long- term partners,

both in North-West Europe and in Asia. Begin 2023, the

time charter coverage for 2023 stands at 86%.

Liquefied Natural Gas (LNG)

EXMAR acquired the 50% share from the joint venture

partner SEAPEAK of the LNG carrier EXCALIBUR in Sep-

tember 2022. The LNG carrier EXCALIBUR primarily

served for transporting LNG worldwide under a long-

term charter party. As this charter came to an end in

December 2021, new opportunities were explored and

the EXCALIBUR is now under a 10-year charter for the

Eni Marine XII infrastructure project in Congo, to serve

as floating storage unit alongside the floating liquefac-

tion plant TANGO FLNG.

112 5. Financial report

Infrastructure:

Floating LNG barges

TANGO FLNG is a floating LNG terminal which liquefies

natural gas into LNG, which is then offloaded into LNG

carriers laying alongside for export to LNG-importing

countries. On August 5, 2022 EXMAR entered into a

share purchase agreement to sell the shares of Export

LNG Ltd, the owning company of the TANGO FLNG,

to Eni. The barge will be used by Eni in the Republic of

Congo, as part of the activities of the natural gas devel-

opment project in the Marine XII block, in line with Eni’s

strategy to leverage gas equity resources.

For FSRU S188, renamed EEMSHAVEN LNG, EXMAR and

GASUNIE announced in March 2022 an agreement for a

five-year charter for the employment of the regasification

barge, and as such they joined forces in enhancing Euro

pean energy security. GASUNIE will use the regasifica-

tion barge as floating LNG import terminal at Eemshaven

in Groningen, the Netherlands. The EEMSHAVEN LNG

arrived at its employment location in September 2022,

and has subsequently been commissioned and started

commercial LNG operations.

Accommodation barges

The employment of the accommodation and work barge

NUNCE has confirmed its reputation of high standard

services to its customer offshore Angola, and its contract

was extended until May 2023.

The accommodation and work barge WARIBOKO, is avail-

able for new services, with potential destinations being

developed for a short- to mid-term employment.

Supporting Services:

Ship Management

2022 has been a very busy year especially for the Infra-

structure business unit of EXMAR Ship Management,

following the agreements with Eni for the employment

of the TANGO FLNG and EXCALIBUR and the deploy-

ment of EEMSHAVEN LNG, which will continue in 2023.

BEXCO

The outlook for 2023 is positive with strong demand ex-

pected for Bexco’s tailor-made rope solutions for off-

shore wind as well as for its deep-water mooring ropes.

TRAVEL PLUS

After the unprecedented drop in foreign travel due to

the pandemic during 2020 and 2021, international tour-

ism experienced a gradual recovery in 2022. Travel Plus

returned to full operational strength from March 2022,

and while results have not reached the same heights as

the pre-pandemic period in 2019, the company is well

on its way.

Approval and discharge of the annual accounts

We hereby request the General Meeting of Shareholders

to approve this report for the year ending December 31,

2022 in its entirety and to appropriate the results as pro-

vided in this report. We also request the shareholders to

grant discharge to the directors and Statutory Auditor for

the performance of their mandate during the above-men-

tioned financial year.

Appointments

The following mandates will expire at the General Meet-

ing of Shareholders:

• Philippe VLERICK, non-executive director

•

Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises

BV/SRL, statutory auditor

The Board of Directors, March 28, 2023

1135. Financial report

104 5. Financial report

5. Financial report 105

5.2

CONSOLIDATED

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(In thousands of USD) Note 2022 2021

Non-current assets 571,810 767,312

Vessels and barges 14 437,966 648,436

Other property, plant and equipment 15 14,556 1,274

Intangible assets 225 82

Right-of-use assets 16 10,910 6,000

Investments in equity accounted investees 17 107,082 86,760

Borrowings to equity accounted investees 19 0 24,760

Deferred tax assets 20 1,071 0

Current assets 606,465 234,083

Assets held for sale 21 0 12,500

Derivative ﬁnancial assets 573 920

Other investments 22 1,849 1,849

Inventories 23 9,217 0

Trade and other receivables 24 67,089 55,154

Borrowings to equity accounted investees 19 7,000 15,407

Current tax assets 20 1,185 1,003

Restricted cash 25 0 76,121

Cash and cash equivalents 25 519,553 71,130

Total assets 1,178,276 1,001,395

Equity 798,691 536,503

Equity attributable to owners of the Company 798,511 536,231

Share capital 26 88,812 88,812

Share premium 26 209,902 209,902

Reserves 179,480 225,918

Result for the period 320,317 11,600

Non-controlling interest 180 272

Non-current liabilities 250,370 315,347

Borrowings 28 167,548 313,816

Other payables 4 78,000 0

Employee beneﬁt obligations 30 1,040 730

Provisions 800 800

Deferred tax liabilities 20 2,982 0

Current liabilities 129,215 149,546

Borrowings 28 50,800 110,995

Trade and other payables 31 75,542 37,241

Current tax liability 20 2,873 1,309

Total liabilities 379,585 464,892

Total equity and liabilities 1,178,276 1,001,395

106 5. Financial report

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER

COMPREHENSIVE INCOME

(In thousands of USD)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

Note

2022 2021

Revenue 6 155,604 148,229

Gain on disposal 7 319,643 52

Other operating income 1,601 990

Operating income 476,848 149,272

Vessel expenses 8 -60,121 -45,068

Raw materials and consumables used 9 -3,447 0

General and administrative expenses 10 -39,293 -24,536

Personnel expenses 11 -32,333 -27,349

Depreciations and amortisations 14/15/16 -33,624 -31,364

Impairment losses and reversals 14/19/24 4,768 -17,585

Loss on disposal 0 -100

Other operating expenses -25 -888

Result from operating activities 312,773 2,382

Interest income 12 7,125 1,537

Interest expenses 12 -21,954 -15,526

Other ﬁnance income 12 9,525 10,198

Other ﬁnance expenses 12 -18,055 -6,785

Net ﬁnance result -23,359 -10,577

Result before income tax and share of result of equity accounted

investees

289,414 -8,195

Share of result of equity accounted investees (net of income tax) 17 32,007 21,769

Result before income tax 321,420 13,574

Income tax expense 13 -1,072 -1,939

Result for the period 320,348 11,635

Attributable to:

Non-controlling interest 30 35

Owners of the Company 320,317 11,600

Result for the period 320,348 11,635

Basic earnings per share (in USD) 5.60 0.20

Diluted earnings per share (in USD) 5.60 0.20

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Result for the period 320,348 11,635

Items that are or may be reclassiﬁed subsequently to proﬁt or loss:

Equity accounted investees - share in other comprehensive income 17 1,944 618

Foreign currency translation differences 577 -1,521

Other -202

Items that will never be reclassiﬁed to proﬁt and loss:

Employee beneﬁts - remeasurements of deﬁned beneﬁt liability/assets 30 -706 647

Total other comprehensive income for the period (net of tax) 1,613 -256

Total comprehensive income for the period 321,961 11,378

Attributable to:

Non-controlling interest 37 15

Owners of the Company 321,924 11,364

5. Financial report 107

CONSOLIDATED STATEMENT OF CASH FLOWS

(In thousands of USD) Note 2022 2021

Result for the period 320,348 11,635

Share of result of equity accounted investees (net of income tax) 17 -32,007 -21,769

Depreciations & amortisations 14/15/16 33,624 31,364

Impairment losses and reversals 14/19/24 -4,768 17,585

Net ﬁnance result 12 23,359 10,577

Income tax expense/ (income) 13 1,072 1,939

Net (gain)/ loss on sale of assets 7 -319,643 48

Other non-cash items 28 -1,193 0

Realized foreign currency gains (losses) 12 -3,357 1,310

Gross cash ﬂow from operating activities 17,436 52,689

Increase/(decrease) of inventories 2,268 0

(Increase)/decrease of trade and other receivables -6,488 75,394

Increase/(decrease) of trade and other payables 27,512 1,752

Increase/(decrease) in provisions and employee beneﬁts -361 552

Cash generated from operating activities 40,368 130,387

Interest paid -18,483 -16,412

Interest received 5,411 351

Income taxes paid -1,311 -2,405

NET CASH FROM OPERATING ACTIVITIES 25,985 111,921

Acquisition of vessels and vessels under construction 14 -19,867 -135,302

Acquisition of other property plant and equipment 15 -554 -250

Acquisition of intangible assets -51 -79

Proceeds from the sale of vessels and other property, plant and

equipment

13,722 298

Dividends from equity accounted investees 17 2,079 379

Other dividends received 18 16

Proceeds from the sale of a subsidiary, net of cash disposed off 4 646,599 0

Acquisition of subsidiaries, net of cash acquired 5 -9,169 0

Acquisition of an asset through an other asset deal, net of cash

acquired

5 -4,698 0

Borrowings to equity accounted investees 19 -41,085 -590

Repayments from equity accounted investees 19 52,260 10,000

NET CASH FROM INVESTING ACTIVITIES 639,253 -125,528

Dividend paid 26 -59,646 -20,601

Proceeds from new borrowings 28 50,014 144,000

Repayment of borrowings 28 -279,818 -62,532

Repayment of lease liabilities IFRS 16 (principal portion) 28 -1,476 -1,554

Payment of debt transaction costs & banking fees -2,577 -1,520

Increase in restricted cash 0 -546

Release restricted cash 25 76,121 0

NET CASH FROM FINANCING ACTIVITIES -217,383 57,248

NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 447,856 43,641

Net cash and cash equivalents at 1 January 25 71,130 28,195

Net increase/(decrease) in cash and cash equivalents 447,856 43,641

Exchange rate ﬂuctuations on cash and cash equivalents 568 -706

NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER 25 519,553 71,130

108 5. Financial report

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In thousands of USD) Note

capital

premium

Retained

earnings

Reserve for

treasury

Translation

reserve

Hedging

reserve

Share-based

payments

reserve

Total

Non-

controlling

interest

Total equity

Opening equity as previously reported

per January 1, 2022

88,812 209,902 282,048 -44,349 -3,028 761 2,086 536,231 271 536,503

Comprehensive result for the period

Result for the period 320,317 320,317 30 320,348

Foreign currency translation differences 26 570 570 7 577

Foreign currency translation differences - share equity

accounted investees

17 -305 -305 -305

Employee beneﬁts - remeasurement net deﬁned beneﬁt

obligations

30 -706 -706 -706

Other -202 -202 -202

Net change in fair value of cash ﬂow hedges - share equity

accounted investees

17 2,249 2,249 2,249

Total other comprehensive result 0 0 -908 0 265 2,249 0 1,606 7 1,613

Total comprehensive result for the period 0 0 319,409 0 265 2,249 0 321,924 37 321,961

Transactions with owners of the Company

Dividends declared 26 -59,646 -59,646 -128 -59,775

Share-based payments 865 -865 0 0

Total transactions with owners of the Company 0 0 -58,781 0 0 0 -865 -59,646 -128 59,646-59,775

Closing equity per December 31, 2022 88,812 209,902 542,676 -44,349 -2,763 3,010 1,221 798,509 179 798,690

5. Financial report 109

(In thousands of USD) Note

capital

premium

Retained

earnings

Reserve for

treasury

Translation

reserve

Hedging

reserve

Share-based

payments

reserve

Total

Non-

controlling

interest

Total equity

Opening equity as previously reported per January 1,

2021

88,812 209,902 289,079 -44,349 -1,086 -298 3,598 545,658 256 545,915

Comprehensive result for the period

Result for the period 11,600 11,600 35 11,635

Foreign currency translation differences 26 -1,501 -1,501 -20 -1,521

Foreign currency translation differences - share equity

accounted investees

17 -441 -441 -441

Employee beneﬁts - remeasurement net deﬁned beneﬁt

obligations

30 647 647 647

Net change in fair value of cash ﬂow hedges - share equity

accounted investees

17 1,059 1,059 1,059

Total other comprehensive result 0 0 647 0 -1,942 1,059 0 -236 -20 -256

Total comprehensive result for the period 0 0 12,247 0 -1,942 1,059 0 11,364 15 11,378

Transactions with owners of the Company

Dividends declared 26 -20,791 -20,791 -20,791

Share-based payments 1,513 -1,513 0 0

Total transactions with owners of the Company 0 0 -19,278 0 0 0 -1,513 -20,791 0 -20,791

Closing equity per December 31, 2021 88,812 209,902 282,048 -44,349 -3,028 761 2,086 536,231 271 536,503

110 5. Financial report

NOTE 1 - ACCOUNTING POLICIES

A. REPORTING ENTITY

EXMAR NV (“the Company”) is a company domiciled in Belgium whose shares are publicly traded (Euronext – EXM).

The consolidated ﬁnancial statements of the Group comprise the Company, its subsidiaries, and the Group’s inter-

est in associates and joint arrangements (referred to as the “Group”). The Group is active in the industrial shipping

business.

B. BASIS OF PREPARATION

The consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Stand-

ards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU on December 31, 2022.

The accounting policies adopted in preparing the 2022 consolidated ﬁnancial statements are consistent with those

applied in the previous ﬁnancial year, except for the items below.

New and amended standards and interpretations, effective in 2022

The Group applied for the ﬁrst time certain standards and amendments, which are effective for annual periods be-

ginning on or after January 1, 2022:

• Amendments to IFRS 3 Business Combinations; Connectional Framework;

• Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use;

• Amendments to IAS 37 Contingent Liabilities and Onerous Contracts – Cost of Fulﬁlling a Contract.

The Group believes that these have little or no impact on its consolidated ﬁnancial statements.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not

yet effective.

Standards issued but not yet effective

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended

December 31, 2022 and have not been applied in preparing these consolidated ﬁnancial statements. The follow-

ing new or amended standards or interpretations, effective January 1, 2023, are not expected to have a signiﬁcant

impact on the Group’s consolidated ﬁnancial statements:

• IFRS 17 Insurance Contracts;

• Amendments to IAS 1 Classiﬁcation of Liabilities as Current or Non-current;

• Amendments to IAS 8 Deﬁnition of Accounting Estimates;

• Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies;

• Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction;

The consolidated ﬁnancial statements were approved and were authorised for issue by the Board of Directors on

March 28, 2023.

C. BASIS OF MEASUREMENT AND PRESENTATION

The consolidated ﬁnancial statements are presented in thousands of USD, which is also the functional currency of

the parent company. The Financial Services and Markets Authority (FSMA) approved the use of the USD as report-

ing currency by letter of July 2, 2003 as the majority of the Group’s shipping activities and related ﬁnancing are

expressed in USD. All values are rounded to the nearest thousand.

The ﬁnancial statements are prepared on the historical cost basis except for the following material assets and lia-

bilities that have been measured on an alternative basis on each reporting date: derivative ﬁnancial instruments,

equity securities at FVTPL and the net deﬁned beneﬁt liability. Assets held for sale are stated at the lower of carry-

ing amount and fair value less cost to sell.

5. Financial report 111

D. USE OF JUDGEMENTS AND ESTIMATES

The preparation of the consolidated ﬁnancial statements in accordance with IFRS requires management to make

judgments, estimates and assumptions that affect the application of the accounting policies and the reported

amounts of assets and liabilities, income and expenses, the accompanying disclosures and the disclosure of con-

tingent liability. The estimates and related assumptions are based on historical experience and various other fac-

tors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates

are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period

of the revision and future periods, if the revision affects both current and future periods.

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, which

have a signiﬁcant impact on the amounts reported in the consolidated ﬁnancial statements:

Assessment of exercising purchase options

Determining whether EXMAR will exercise purchase options on ﬁnanced assets requires judgment and impacts the

useful life of the related assets. All facts and circumstances relevant to the assessment are considered.

Speciﬁcally, for the pressurized ﬂeet, management has made the assumption that the purchase options for the 7

vessels will be exercised before or at the end of the respective ﬁnancing agreements.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,

that have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the

next ﬁnancial year, are described below. The Group based its assumptions and estimates on parameters available

when the consolidated ﬁnancial statements were prepared. Existing circumstances and assumptions about future

developments, however, may change due to market changes or circumstances arising that are beyond control of

the Group. Such changes are reﬂected in the assumptions when they occur.

Impairment of vessels and barges

The Group reviews the carrying amount of each vessel for potential impairment at least annually or whenever events

or changes in circumstances indicate that the carrying amount of a speciﬁc vessel may not be fully recoverable. The

recoverable amount is the highest of the fair value less cost to sell and the value in use.

The fair value less cost to sell is determined based upon independent valuation reports. The Group engages two

independent valuation specialists to assess fair values at reporting date. The carrying values of the vessels may not

represent the fair market value at any point in time since the market prices of second hand vessels tend to ﬂuctu-

ate with changes in charter rates and the cost of new buildings. Historically, both charter rates and vessel values

tend to be cyclical.

The value in use is based upon future cash ﬂows discounted to their present value. In developing estimates of future

cash ﬂows, management makes assumptions about expected operation date (in case of temporarily unemployed

vessels), future charter rates, ship operating expenses, the estimated remaining useful lives of the ﬂeet and the

WACC. These assumptions are based on historical trends as well as future expectations. Although management

believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assump-

tions are highly subjective. We refer to Note 14 Vessels and barges for additional information on the assumptions

applied at year-end.

Climate change and sustainability related developments

Climate related matters and measures such as the introduction of emission reduction legislation may have a signif-

icant impact on the EXMAR business and its customers. EXMAR is closely monitoring current developments and

measures related to climate change and sustainability (see also section 3.1. ESG of this annual report), and believes

these currently do not result in fundamentally changed expectations regarding useful lives or recoverability of our

ﬂeet. In the sensitivity analysis of the annual impairment test of vessels and barges, the age and emission rating of

each particular asset was considered.

112 5. Financial report

E. SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF CONSOLIDATION

Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group.

In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of

assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired

set has the ability to produce outputs.

The Group has an option to apply a ‘concentration test’ that permits a simpliﬁed assessment of whether an acquired

set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair val-

ue of the gross assets acquired is concentrated in a single identiﬁable asset or group of similar identiﬁable assets.

Goodwill is initially measured at the acquisition date as the excess of the aggregate of the fair value of the consider-

ation transferred, plus the recognized amount of any non-controlling interests in the acquire, plus – if the business

combination is achieved in stages – the fair value of the existing equity interest in the acquire, less the net recog-

nized amount (generally at fair value) of the identiﬁed assets and liabilities assumed.

When the excess is negative, a bargain purchase gain is immediately recognized in proﬁt or loss.

Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships.

Such amounts are generally recognised in proﬁt or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent

consideration that meets the deﬁnition of a ﬁnancial instrument is classiﬁed as equity, then it is not remeasured and

settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at

each reporting date and subsequent changes in fair value are recognised in proﬁt or loss.

Subsidiaries

Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its

power over the entity.

The ﬁnancial statements of subsidiaries are included in the consolidated ﬁnancial statements from the date on which

control commences until the date on which control ceases. All intra-Group balances, income and expenses, unre-

alized gains and losses and dividends resulting from intra-Group transactions are eliminated in full.

Loss of control

Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, and non-controlling

interests and the other components of equity related to the subsidiary. Any surplus or deﬁcit arising on the loss of

control is recognized in proﬁt and loss. If the Group retains any interest in the previous subsidiary, then such inter

est is measured at fair value at the date the control is lost.

Interests in equity-accounted investees

The Group’s interest in equity accounted investees comprises interests in associates and joint ventures.

Associates are those entities in which the Group has signiﬁcant inﬂuence, but not control or joint control, over the

ﬁnancial and operating policies. Signiﬁcant inﬂuence is presumed to exist when the Group holds between 20% and

50% of the voting power.

A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net

assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Investments in associates and joint ventures are accounted for using the equity method and are recognised initially at

cost. The cost of the investment includes transaction costs. Subsequent to initial recognition, the consolidated ﬁnan-

cial statements include the Group’s share of the proﬁt or loss and OCI of equity accounted investees, from the date

that signiﬁcant inﬂuence or joint control commences until the date that signiﬁcant inﬂuence or joint control ceases.

When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of

that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group

has an obligation or has made payments on behalf of the investee. In such case the negative investment in equity ac-

counted investees is deducted from other components of the investor’s interest in the equity accounted investee (bor-

rowings to equity accounted investees). If the negative investment in equity accounted investees exceeds the investor’s

interest, a liability is recognized for the net amount. Unrealised gains arising from transactions with equity accounted

investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised loss-

es are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

5. Financial report 113

B. FOREIGN CURRENCY

Functional currency

Each entity prepares its individual ﬁnancial statements in the currency of the primary economic environment in

which the entity operates (i.e. the functional currency). Several European and Hong Kong based entities have the

USD as functional currency as the majority of their cash ﬂows are expressed in USD.

Transactions and balances

In preparing the individual ﬁnancial statements, transactions in currencies other than the entities’ functional cur-

rency are recorded at the exchange rate applicable at the date of the transaction.

At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the func-

tional currency spot exchange rates at that date. The non-monetary assets and liabilities that are measured in terms

of historical cost are translated to the functional currency at the exchange rate at the date of the initial transactions.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates

at the date the fair value was determined.

Foreign exchange differences arising on translation are recognised in the proﬁt or loss statement, except for (i) quali-

ﬁed cash ﬂow hedges to the extent that the hedges are effective, and (ii) monetary items that are designated as part

of the hedge of the Group’s net investment in a foreign operation, which are recognised in other comprehensive

income. Upon disposal of the hedge and or net investment, the cumulative amount is reclassiﬁed to proﬁt or loss.

Consolidation of foreign operations

On consolidation, assets and liabilities of foreign operations, including goodwill and fair value adjustments aris-

ing on acquisition, are translated to USD – the group reporting currency - using the closing rate at reporting date.

The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the

transaction (the average exchange rate during the relevant period is used in case the date of transaction approx-

imates this average rate).

Foreign currency translation differences are recognized directly in other comprehensive income. These foreign cur-

rency differences are presented within the “Translation reserve” caption. However, if the operation is a non-wholly

owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-con-

trolling interests.

When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign

operation is reclassiﬁed to proﬁt and loss as part of the gain or loss on disposal. When the Group disposes of only

part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion

of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its

investment in an associate or joint venture that includes a foreign operation while retaining signiﬁcant inﬂuence or

joint control, the relevant proportion of the cumulative amount is reclassiﬁed to proﬁt and loss.

The main exchange rates used are:

Closing rates Average rates

EXCHANGE RATES December 31, 2022 December 31, 2021 2022 2021

EUR 0.9376 0.8829 0.9474 0.8407

GBP 0.8315 0.7419 0.8062 0.7258

HKD 7.7970 7.7992 7.8309 7.7704

NOK 9.8573 8.8194 9.5392 8.5788

XAF 615.0062 579.0388 621.5040 551.5720

ARS 177.1165 102.7327 126.5182 94.1620

KRW 1,259.4458 1,189.0606 1,283.6970 1,137.6564

114 5. Financial report

C. FINANCIAL INSTRUMENTS

Financial assets and ﬁnancial liabilities are recognised in the Group’s statement of ﬁnancial position when the Group

becomes a party to the contractual provisions of the instrument.

Financial assets and ﬁnancial liabilities are initially measured at fair value. Transaction costs that are directly attrib

utable to the acquisition or issue of ﬁnancial assets and ﬁnancial liabilities (other than ﬁnancial assets and ﬁnancial

liabilities at fair value through proﬁt or loss) are added to or deducted from the fair value of the ﬁnancial assets or

ﬁnancial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of

ﬁnancial assets or ﬁnancial liabilities at fair value through proﬁt or loss are recognised immediately in proﬁt or loss.

Financial assets

All regular way purchases or sales of ﬁnancial assets are recognised and derecognised on a trade date basis. Reg-

ular way purchases or sales are purchases or sales of ﬁnancial assets that require delivery of assets within the time

frame established by regulation or convention in the marketplace.

Debt instruments that meet the following conditions are measured subsequently at amortised cost (see (i) below):

• The ﬁnancial asset is held within a business model whose objective is to hold ﬁnancial assets in order to collect

contractual cash ﬂows; and

•

The contractual terms of the ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments

of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are measured subsequently at fair value through other com-

prehensive income (FVTOCI) (see (ii) below):

•

The ﬁnancial asset is held within a business model whose objective is achieved by both collecting contractual

cash ﬂows and selling the ﬁnancial assets; and

•

The contractual terms of the ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments

of principal and interest on the principal amount outstanding.

By default, all other ﬁnancial assets are measured subsequently at fair value through proﬁt or loss (FVTPL).

Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of

a ﬁnancial asset:

•

The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other

comprehensive income if certain criteria are met (see (iii) below); and

•

The Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as

measured at FVTPL if doing so eliminates or signiﬁcantly reduces an accounting mismatch (see (iv) below).

All recognised ﬁnancial assets are measured subsequently in their entirety at either amortised cost or fair value,

depending on the classiﬁcation of the ﬁnancial assets:

(I).

Financial assets at amortised costs: These assets are subsequently measured at amortised costs using the

effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign ex-

change gains and losses and impairment are recognised in proﬁt or loss. Any gain or loss on derecognition

is recognised in proﬁt or loss.

(II). Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income is cal

culated using the effective interest method, foreign exchange gains and losses and impairment are recog-

nised in proﬁt or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses

accumulated in OCI are reclassiﬁed to proﬁt or loss.

(III).

Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are rec-

ognised as income in proﬁt or loss unless the dividend clearly represents a recovery of part of the cost of

the investment. Other net gains and losses are recognised in OCI and are never reclassiﬁed to proﬁt or loss.

(IV).

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, includ-

ing any interest or dividend income, are recognised in proﬁt or loss. However, see section derivative ﬁnancial

instruments and hedge accounting for derivatives designated as hedging instruments.

Derecognition of ﬁnancial assets

The Group derecognises a ﬁnancial asset when the contractual rights to the cash ﬂows from the ﬁnancial asset

expire, or it transfers the rights to receive the contractual cash ﬂows in a transaction in which substantially all risks

and rewards of ownership of the ﬁnancial asset are transferred or in which the Group neither transfers nor retains

substantially all of the risks and rewards of ownership and it does not retain control over the ﬁnancial asset.

5. Financial report 115

Financial liabilities

Financial liabilities are classiﬁed as measured at amortised cost or FVTPL. A ﬁnancial liability is classiﬁed at FVTPL

if it is classiﬁed as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabil-

ities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised

in proﬁt or loss. Other ﬁnancial liabilities are subsequently measured at amortised cost using the effective interest

method. Interest expense and foreign exchange gains and losses are recognised in proﬁt or loss. Any gain or loss

on derecognition is also recognised in proﬁt or loss.

See section “Derivative ﬁnancial instruments and hedge accounting” for derivatives designated as hedging instru-

ments.

Derecognition of ﬁnancial liabilities

The Group derecognises a ﬁnancial liability when its contractual obligations are discharged or cancelled, or expire.

When an existing loan is replaced by another from the same lender on substantially different terms, or the terms

of the existing loans are substantially modiﬁed, such an exchange or modiﬁcation is treated as a derecognition of

the original loan and the recognition of a new loan (at fair value). The difference in the respective carrying value is

recognized in the statement of proﬁt and loss.

On derecognition of a ﬁnancial liability, the difference between the carrying amount extinguished and the consid-

eration paid (including any non-cash assets transferred or liabilities assumed) is recognised in proﬁt or loss.

Offsetting

Financial assets and ﬁnancial liabilities are offset and the net amount presented in the statement of ﬁnancial posi-

tion when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends

either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Share capital

Ordinary shares are classiﬁed as equity. Incremental costs directly attributable to the issue of ordinary shares and

share options are recognised as a deduction from equity, net of tax effects. When share capital recognised as eq

uity is repurchased, the amount of the consideration paid, including directly attributable costs net of tax, is recog-

nised as a deduction from equity. When treasury shares are sold, the amount received is recognised as an increase

in equity and the resulting surplus or deﬁcit on the transaction is presented in retained earnings.

Derivative ﬁnancial instruments & hedge accounting

The Group holds derivative ﬁnancial instruments to hedge its foreign currency and interest rate risk exposures. Em-

bedded derivatives are separated from the host contract and accounted for separately if the host contract is not a

ﬁnancial asset and certain criteria are met.

Derivatives are recognised initially at fair value at the date a derivative contract is entered into. Subsequent to initial

recognition, derivatives are recognized at fair value and changes therein are generally recognized in proﬁt and loss.

The Group designates certain derivatives as hedging instruments to hedge the variability in cash ﬂows associated

with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and

certain derivatives and non-derivative ﬁnancial liabilities as hedges of foreign exchange risk of a net investment in

a foreign operation.

At inception of designated hedge relationships, the Group documents the risk management objective and strategy

for undertaking the hedge. The Group also documents the economic relationship between the hedged item and

the hedged instrument, including whether the changes in cash ﬂow of the hedged item and hedging instrument

are expected to offset each other.

116 5. Financial report

Cash ﬂow hedges

When a derivative is designated as a cash ﬂow hedging instrument, the effective portion of changes in the fair val-

ue of the derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes

in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the

hedged item, determined on a present value basis. Any ineffective portion of changes in the fair value of the de-

rivative is recognized immediately in proﬁt or loss. The amount accumulated in the hedging reserve and the cost of

the hedging reserve is reclassiﬁed to proﬁt or loss in the same period or periods during which the hedge expected

future cash ﬂows affect proﬁt or loss.

If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is termi-

nated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash ﬂow

hedges is discontinued, any gain or loss recognised in other comprehensive income and accumulated in the cash

ﬂow hedge reserve at that time remains in equity and is reclassiﬁed to proﬁt or loss when the forecasted transac-

tion occurs. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in the cash

ﬂow hedge reserve is immediately reclassiﬁed to proﬁt or loss.

D. GOODWILL

Goodwill arising upon the acquisition of subsidiaries is included in intangible assets.

For the measurement of goodwill at initial recognition, we refer to the accounting policy “Business combination”

under A. Basis of consolidation.

Subsequently, goodwill is measured at cost less accumulated impairment losses (see accounting policy G. Impair

ment of assets).

In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of

the investment and an impairment loss on such an investment is allocated to the carrying amount of the equity ac-

counted investee as a whole.

E. INTANGIBLE ASSETS

Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientiﬁc or technical knowledge

and understanding, is recognised in proﬁt or loss as incurred.

Development activities involve a plan or design for the production of new or substantially new improved prod

ucts and processes. Development costs are capitalized only if the development cost can be measured reliably, the

product or process is technically and commercially feasible, future economic beneﬁts are probable and the Group

intends to and has sufﬁcient resources to complete development and to use or sell the asset. Otherwise, it is rec-

ognised in proﬁt or loss as incurred. Capitalised development expenditure is measured at cost less accumulated

amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets (e.g. software,…) acquired by the Group that have ﬁnite useful lives are measured at cost

less accumulated amortisations and accumulated impairment losses. The amortisation is recognized in the proﬁt or

loss statement, and is spread over the useful life of the relevant intangible assets following the straight-line depre-

ciation method. The amortization starts from the date that they are available for use. Amortization methods, useful

lives and residual values are reviewed at each ﬁnancial year-end and adjusted if appropriate.

Intangible assets with an indeﬁnite useful life or that are not yet available for use, are subject to an annual impair-

ment test.

Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic beneﬁts embodied in the speciﬁc

assets to which it relates. All other expenditure is recognized in proﬁt or loss as incurred.

5. Financial report 117

F. PROPERTY, PLANT AND EQUIPMENT

Owned assets

Items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less accu-

mulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acqui-

sition of the asset and to bringing the asset to the location and condition necessary for its intended use. The cost

of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to

bringing the asset to a working condition for its intended use and capitalized borrowing costs.

Subsequent expenses associated with items of property, plant and equipment are capitalised only if a future eco

nomic advantage will result from this expenditure and its cost can be measured reliably. If a part of an item of prop-

erty, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced

part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in the

proﬁt or loss statement as incurred.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as sep-

arate items (major components) of property, plant and equipment.

Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value and is

recognized in proﬁt or loss.

Vessels, barges or units in the construction process are separately classiﬁed on the balance sheet as assets under

construction. These assets under construction are not depreciated, depreciation starts at the moment that the ves-

sels are delivered. As from the moment of delivery, the vessels are no longer classiﬁed as under construction. The

business model of the Group aims to rent or operate the constructed assets.

The vessels are depreciated on a straight-line basis to their residual value over their estimated useful life (as from

construction date) in the Group as follows:

Gas vessel LPG pressurized (1) 20 years

Gas vessel LPG 30 years

Gas vessel VLGC 30 years

Gas vessel LNG 35 years

LNG units 30 years

Accommodation platform, newbuild:

- Hull machinery & deck outﬁtting 20 years

- Accommodation 10 years

Accommodation platform, second hand 10-12 years

(1) In June 2016, EXMAR increased its share in the pressurized ﬂeet from 50% to 100% and applied IFRS 3 Business combinations to account for this. The vessels

were at that date accounted for at fair value and are being depreciated over their remaining useful life, which was 30 years as from construction date, or on

average a remaining term of 23 years. In 2020, management re-assessed the useful life and reduced it from 30 to 20 years (as from construction date), or an

average remaining useful life of 10 years as from January 1, 2020.

Vessels and barges are estimated to have a zero residual value.

Dry-docking expenses are capitalised when they occur and depreciated over a period until the next dry-dock.

Other property, plant and equipment are depreciated over their estimated useful life using the straight-line depre-

ciation method. Land is not depreciated.

The estimated useful lives of the various other types of assets are as follows:

Buildings 33.3 years

Leased real estate 33.3 years

Plant and equipment 5 years

Furniture 10 years

Cars 5 years

Airplane 10 years

IT equipment 3 years

118 5. Financial report

G. IMPAIRMENT OF ASSETS

Financial assets

Financial assets measured at amortised cost are assessed each reporting date to determine whether the credit risk

of a ﬁnancial asset has increased signiﬁcantly since initial recognition. The Group recognises a loss allowance for

expected credit losses (ECL’s) which is based on the difference between the contractual cash ﬂows due in accord-

ance with the contract and all the cash ﬂows that the Group expects to receive, discounted at an approximation of

the original effective interest rate. The expected cash ﬂows will include cash ﬂows from the sale of collateral held

or other credit enhancements that are an integral part of the contract terms.

In determining the credit risk of a ﬁnancial asset and when estimating the ECL’s, the Group considers reasonable

and supportable information that is relevant and available without undue cost or effort. This includes both quan-

titative and qualitative information and analysis, based on the Group’s historical experience and informed credit

assessment and including forward-looking information.

Equity accounted investees

After application of the equity method, the entity determines whether it is necessary to recognise an impairment

loss with respect to its net investment in the associate or joint venture. An impairment loss in respect of an equity

accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount.

An impairment loss is recognised in proﬁt and loss and is reversed when there is a favourable change in the esti

mates used to determine the recoverable amount.

Non-ﬁnancial assets

The carrying value of non-ﬁnancial assets, other than deferred tax assets, are reviewed at each balance sheet date

to determine whether there is an indication of impairment. If any such indication exists, the asset’s recoverable

amount is estimated.

For goodwill and intangible assets that have indeﬁnite lives or that are not yet available for use the recoverable

amount is estimated on each balance sheet date.

The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value

less costs to sell. In assessing value in use, the estimated future cash ﬂows are discounted to their present value us-

ing a pre-tax discount rate that reﬂects current market assessments of the time value of money and the risks speciﬁc

to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together

into the smallest group of assets that generates cash inﬂows from continuing use that are largely independent of

the cash inﬂows of other assets or CGUs.

The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-gen

erating units that are expected to beneﬁt from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimat-

ed recoverable amount. All impairment losses are recognised in the proﬁt or loss statement.

Impairment losses recognized in respect of cash-generating units are allocated ﬁrst to reduce the carrying amount

of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group

of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses in prior pe-

riods are assessed at each reporting date for indications that the loss has decreased or no longer exists. An impair-

ment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An

impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount

that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

H. ASSETS HELD FOR SALE

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily

through sale rather than through continuing use, are classiﬁed as held for sale. Immediately before classiﬁcation as held

for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting

policies. Thereafter the assets (or disposal group) are measured at the lower of their carrying amount and fair value

less cost to sell. Any impairment loss on a disposal group is allocated ﬁrst to goodwill, and then to the remaining

assets and liabilities on a pro rata basis except that no loss is allocated to assets not in the measurement scope of

IFRS 5, which continue to be measured in accordance with the Group’s other accounting policies. Intangible assets

and property, plant and equipment once classiﬁed as held for sale or distribution are not amortised or depreciated.

In addition, equity accounting of equity accounted investees ceases once classiﬁed as held for sale or distribution.

5. Financial report 119

I. INVENTORIES

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for, as follows:

• Raw materials and good purchased for resale: purchase cost on a ﬁrst-in/ﬁrst-out basis;

•

Work in progress and ﬁnished goods: cost of direct material and labor and a proportion of manufacturing over-

heads based on the normal operating capacity but excluding borrowing costs.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of

completion and the estimated costs of completing the sale.

Write-offs on inventories are applied on slow-moving items. The calculation of the allowance is based on consist

ently applied write-off rules, which depend on both historical and future demand.

J. EMPLOYEE BENEFITS

Deﬁned contribution plans

Obligations for contributions to deﬁned contribution pension plans are recognised as an expense in the proﬁt or

loss statement as the related service is provided.

Deﬁned beneﬁt plans

The Group’s net obligation in respect of deﬁned beneﬁt pension plans is calculated separately for each plan by

estimating the amount of future beneﬁt that employees have earned in return for their service in the current and

prior periods; discounting that amount and deducting the fair value of any plan assets. The calculation is performed

annually by a qualiﬁed actuary using the projected unit credit method. When the calculation results in a potential

asset for the Group, the recognized asset is limited to the present value of economic beneﬁts available in the form

of a any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value

of economic beneﬁts, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net deﬁned beneﬁt liability, which comprise actuarial gains and losses, the return on plan

assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately

in OCI. The Group determines the net interest expense (income) on the net deﬁned beneﬁt liability (asset) for the

period by applying the discount rate used to measure the deﬁned beneﬁt obligation at the beginning of the annual

period to the then net deﬁned beneﬁt liability (asset), taking into account any changes in the net deﬁned beneﬁt

liability (asset) during the period as a result of contributions and beneﬁt payments. Net interest expense and other

expenses related to deﬁned beneﬁt plans are recognised in proﬁt or loss.

When the beneﬁts of a plan are changed or when a plan is curtailed, the resulting change in beneﬁt that relates to

past service or the gain or loss on curtailment is recognised immediately in proﬁt or loss. The Group recognises

gains and losses on the settlement of a deﬁned beneﬁt plan when the settlement occurs.

Belgian deﬁned contribution plans with return guaranteed by law

Belgian deﬁned contribution plans are subject to the Law of April 28, 2003 on occupational pensions (hereafter ‘the

WAP’). According to article 24 of this Law, the employer has to guarantee an average minimum return of 3.75% on

employee contributions and of 3.25% on employer contributions and this for contributions paid until December 31,

2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employ-

er and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return

generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee

the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are trans-

ferred to the insurance company managing the plans. Therefore, these plans do not meet the deﬁnition of a deﬁned

contribution plan under IFRS and have to be classiﬁed by default as deﬁned beneﬁt plans. An actuarial calculation

has been performed in accordance with IAS 19 based on the projected unit credit method.

Termination beneﬁts

Termination beneﬁts are recognised as an expense when the Group is demonstrably committed, without realistic

possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement

date, or to provide termination beneﬁts as a result of an offer made to encourage voluntary redundancy. Termina-

tion beneﬁts for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary

redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.

If beneﬁts are payable more than 12 months after the reporting date, then they are discounted to their present value.

120 5. Financial report

Short-term employee beneﬁt

Short-term employee beneﬁt obligations are measured on an undiscounted basis and are expensed as the related

service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or

proﬁt-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past

service provided by the employee, and the obligation can be estimated reliably.

Share-based payment transactions

The grant date fair value of options granted to employees is recognised as an employee expense, with a corre-

sponding increase in equity, over the period that the employees unconditionally become entitled to the options.

The amounts recognised as an expense is adjusted to reﬂect the actual number of options for which the related

service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised

as an expense is based on the number of awards that do meet the related service and non-market performance

conditions at vesting date.

k. PROVISIONS

A provision is recognised in the statement of ﬁnancial position when the Group has a legal or constructive obliga-

tion as result of a past event, that can be estimated reliably and it is probable that an outﬂow of beneﬁts will be

required to settle the obligation. If the effect is material, provisions are determined by discounting the expected

future cash ﬂows at a pre-tax rate that reﬂects current market assessments of the time value of money and, where

appropriate, the risks speciﬁc to the liability.

Restructuring provisions

Provisions for restructuring are recognised when the Group has approved a detailed and formal restructuring plan,

and the restructuring has either commenced or has been announced publicly. Future operating costs are not pro-

vided for.

Onerous contracts

A provision for onerous contracts is recognised when the expected beneﬁts to be derived by the Group from a

contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is meas-

ured at the present value of the lower of the expected cost of terminating the contract and the expected net cost

of continuing with the contract. Before a provision is recorded, the Group recognises any impairment loss on the

assets associated with that contract.

L. INCOME

Charter revenue

The company and/ or its joint ventures generate revenues from charterers for the use of its assets. Assets are char-

tered using voyage/spot, time or bareboat charters and pool revenue:

•

Voyage/spot charters: Voyage revenue is recognized over time of spot charters on a load-to-discharge basis.

Progress is determined on time elapsed. Voyage expenses are expensed as occurred. When our vessels cannot

start or continue performing its obligation due to other factors, such as port delays, a demurrage is calculated.

The applicable demurrage rate is stipulated in the contract. As demurrage is often a commercial discussion

between EXMAR and the charterer, the outcome and total compensation receivable for the delay is not always

certain. As such, EXMAR only recognizes the revenue which is highly probable to be received. No revenue is

recognized if the collection of the consideration is not highly probable. The amount of revenue recognized is

estimated based on historical data. The Group updates its estimate on an annual basis.

•

Time- and Bareboat charters: As a lessor, the Group leases out some of its vessels under time – and bareboat

charters (see also l) Leases). For time or bareboat charters, a contract is entered into for the use of an asset for

a speciﬁc period of time at a contractual agreed daily or monthly rate. Revenue from time or bareboat charters

are accounted for as operating leases and are recognised over the duration as service is performed.

•

Pool revenue: Aggregated revenue recognized on a daily basis from vessels operating on voyage or time char-

ter and contract of affreightment (“COA”) within the pool is converted into an aggregated net revenue amount

by extracting aggregated voyage expenses (such as fuel consumption, port charges,..) from gross revenue. This

net revenue is used to determine the pool Time Charter Equivalent revenue (“TCE”). Aggregate TCE revenue

is used to allocate revenue to the pool partners in accordance with the allocated pool points earned for each

vessel. Pool points are determined taking into account the following parameters: intake (= capacity of the ves-

5. Financial report 121

sel), speed, fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels

operated in the pool is equal to the pool point rating of each vessel multiplied by time on hire, as reported by

the pool manager. Revenue from these ﬂoating time charter agreements under which vessels are employed by

the pool is accounted for under IFRS 15 Revenue from contracts with customers.

Revenue from services rendered

Revenue from services such as ship management, engineering and technical assistance services are recognised in

the proﬁt or loss statement over time as the services are provided. The customer simultaneously receives and con-

sumes the beneﬁts provided by the entity’s performance as the entity performs (recurring services). Invoices and

related payment terms depend on individual contractual terms.

License income

Revenue from the licensing of EXMAR’s intellectual property is in general recognised over time together with the

underlying services rendered based on time and material spent. In case the license revenue is considered distinct

and distinct within the context of the contract, this revenue will be recognized at the point in time when EXMAR

satisﬁes the performance obligation and control is transferred to the customer.

Gain on sale of assets

Gain on the sale of assets (vessels and barges) is recognized in the proﬁt or loss statement when control of the

goods underlying the particular performance obligation is transferred to the customer, which in general is at the

moment of delivery of the vessel or barge to the customer. Invoices and related payment terms depend on indi-

vidual contractual terms.

Revenue from sale of goods

Contracts with customers to sell goods have only one performance obligation. Revenue recognition occurs at a

point in time when control of the asset is transferred to the customer, in general upon the delivery of goods.

Manufacturing project revenue

For revenue out of manufacturing projects, the percentage of completion method is used, provided that the out-

come of the project can be assessed with reasonable certainty.

Commissions

if the Group acts in the capacity of an agent rather than as a principal in the transaction, then the revenue recog-

nised is the net amount of commission realized by the Group.

M. LEASES

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,

a lease if the contract conveys the right to control the use of an identiﬁed asset for a period of time in exchange

for consideration.

As a lessee

At commencement or on modiﬁcation of a contract that contains a lease component, the Group allocates the con-

sideration in the contract to each lease component on the basis of its relative stand- alone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs

to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,

less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date

to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end

of the lease term or the cost of the right-of-use asset reﬂects that the Group will exercise a purchase option. In that

case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on

the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by

impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commence-

122 5. Financial report

ment date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the

Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external ﬁnancing

sources and makes certain adjustments to reﬂect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

• Fixed payments, including in-substance ﬁxed payments;

•

Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date;

• Amounts expected to be payable under a residual value guarantee; and

• The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in

an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for

early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there

is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s

estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assess-

ment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance

ﬁxed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of

the right-of-use asset, or is recorded in proﬁt or loss if the carrying amount of the right-of-use asset has been re-

duced to zero.

The Group presents right-of-use assets separately on the face of the balance sheet and lease liabilities in “Loans

and borrowings” in the statement of ﬁnancial position.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and

short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases

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

As a lessor

At inception or on modiﬁcation of a contract that contains a lease component, the Group allocates the considera-

tion in the contract to each lease component on the basis of their relative stand-alone prices.

When the Group acts as a lessor, it determines at lease inception whether each lease is a ﬁnance lease or an op-

erating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of

the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a ﬁnance

lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such

as whether the lease is for the major part of the economic life of the asset.

If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the con

sideration in the contract.

The Group recognises lease payments received under operating leases as income on a straight-line basis over the

lease term as part of “Revenue”.

N. GOVERNMENT GRANTS

Government grants are recognised initially as deferred income at fair value when there is a reasonable assurance

that they will be received and the Group will comply with the conditions associated with the grant and are then

recognised in proﬁt and loss as other income on a systematic basis over the useful life of the asset. Grants that

compensate the Group for expenses incurred are recognised in proﬁt or loss on a systematic basis in the periods

in which the expenses are recognised.

O. FINANCE INCOME AND EXPENSES

Finance income consists of interests received, dividend income, gains on the disposal of equity securities at FVTPL,

changes in the fair value of ﬁnancial assets at fair value through proﬁt or loss, and gains on hedging instruments

that are recognised in proﬁt or loss and exchange rate gains. Interest income is recognised in the proﬁt or loss

statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the

proﬁt or loss statement on the date that the dividend is declared.

Finance expenses consist of interest expense on borrowings, unwinding of the discount on provisions, changes in

the fair value of ﬁnancial assets at fair value through proﬁt or loss, impairment losses recognised on ﬁnancial assets,

exchange rate losses and losses on hedging instruments that are recognised in proﬁt or loss.

5. Financial report 123

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset

are recognised in proﬁt or loss using the effective interest method. Foreign currency gains and losses are reported

on a net basis per currency as either other ﬁnance income or ﬁnance expense.

P. TA XES

Income tax expense consists of current and deferred taxes. Current and deferred tax is recognised in the proﬁt or

loss statement, except to the extent it relates to a business combination, or when they relate to items that are rec

ognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates

enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous

years. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities for

reporting purposes and the amounts used for taxation purposes. The following temporary differences are not pro-

vided for: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not

a business combination and that affects neither accounting, nor taxable proﬁt, and differences relating to invest-

ments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing

of reversal and it is probable that they will not reverse in the foreseeable future.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they re-

verse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax as-

sets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is

probable that future taxable proﬁts will be available against which they can be utilised.

Deferred tax assets are reduced when it is no longer probable that the related tax beneﬁts will be realized. Unrec

ognized deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become

probable that future taxable proﬁts will be available against which they can be used. Deferred tax assets and liabil-

ities are offset only if certain conditions are met.

Tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income

tax expense in the proﬁt or loss statement but is shown under other operating expenses.

Q. SEGMENT REPORTING

An operating segment is a component of the Group that engages in business activities from which it may earn reve-

nues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other

components. All operating segments’ operating results are reviewed regularly by management to make decisions

about resources to be allocated to the segment and assess its performance.

The result for each segment includes all income and expenses generated directly by this segment, as well as part

of the income and expenses that can reasonably be allocated to this segment. The assets and liabilities allocated

to a segment include as a minimum the assets and liabilities which are periodically reported to the Chief operating

decision maker, being the Group’s CEO and the Executive Committee.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment

and intangible assets.

R. EARNINGS PER SHARE

The Group presents basic and diluted earnings per share for its ordinary shares. Basic earnings per share is calcu-

lated by dividing the proﬁt or loss attributable to ordinary shareholders of the Company by the weighted average

number of ordinary shares outstanding during the period, adjusted for treasury shares held. Diluted earnings per

share is determined by adjusting the proﬁt and loss attributable to ordinary shareholders and the weighted average

of ordinary shares outstanding, adjusted for treasury shares held and for the effects of all dilutive potential ordinary

shares such as share options granted to employees.

S. DISCONTINUED OPERATIONS

A discontinued operation is a component of the Group’s business, the operations and cash ﬂows of which can be

clearly distinguished from the rest of the Group and which represents a separate major line of business or geograph-

ical area of operations that has been disposed of or is held for sale; is part of a single coordinated plan to dispose of

a separate major line of business or geographic area of operations or is a subsidiary acquired exclusively with a view

to re-sale. Classiﬁcation of a discontinued operation occurs upon disposal or when the operation meets the criteria to

be classiﬁed as held for sale, if earlier. When an operation is classiﬁed as a discontinued operation, the comparative

proﬁt or loss statement is restated as if the operation had been discontinued from the start of the comparative period.

NOTE 2 - SEGMENT REPORTING

In respect of joint ventures, the company continues to manage its operations based on internal management reports

applying the principles of the proportionate consolidation method. The reconciliation of the segment reporting

to the consolidated statement of ﬁnancial position and the consolidated statement of proﬁt or loss is presented in

Note 3 Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements,

no other differences exist.

The Group has 3 reportable segments. The Group’s operating segments reﬂect the level at which the Group’s CEO

and the Executive Committee review the business and make decisions about the allocation of resources and other

operating matters. These segments offer different products and services and are managed separately.

• The activities in the Shipping segment include the transportation of liqueﬁed gas products such as Liquid Nat

ural Gas (LNG), Liquid Petroleum Gas (LPG), ammonia and petrochemical gases.

•

The Infrastructure segment provides innovative ﬂoating infrastructure solutions to the oil & gas industry both

by making use of its asset portfolio and through developing new assets for near-shore and offshore production,

processing, storage or other ancillary services.

•

The segment Supporting services includes the specialised supporting services such as ship management ser-

vices, travel services and manufacturing activities.

The company’s internal and management structure does not distinguish any geographical information (non-current

assets and revenue per major country) as the company’s ﬂeet is operated on a worldwide basis.

The intra-segment revenue mainly relates to management, supervision and crew services provided between segments.

Major shipping client Equinor (ex-Statoil) and Saudi Arabian Mining Company represented 24.55% (2021: 19.9%) and

12.37% (2021: 9.9%) of the revenue of the Shipping segment and 14.4% (2021: 14.3%) and 7.24% (2021: 7.1%) of the

EXMAR Group revenue in 2022. The remaining part of the Shipping revenue is divided between 14 different cus-

tomers. Hyundai Heavy Industries Korea and Gasunie represented 29.1% (2021: 5.6) and 15.8% (2021: 0.0%) of the

revenue of the Infrastructure segment. Both companies represented 6.4% (2021: 5.7) and 9.27% (2021: 0.0%) of the

EXMAR Group revenue in 2022. In 2021, Gunvor represented 30.6% of the revenue of the Infrastructure segment

and 5.7% of the EXMAR Group revenue, versus 0% in 2022. The percentages mentioned are calculated excluding

settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2022.

Segment reporting 2022

(In thousands of USD)

CONSOLIDATED STATEMENT

OF PROFIT OR LOSS

For the year ended December 31, 2022

Shipping Infrastucture

Supporting

services

Eliminations Total

Revenue third party 139,882 76,099 23,026 0 239,007

Revenue intra-segment 1,530 39 7,928 -9,497 0

Royalty income 0 4,320 0 0 4,320

Total revenue 141,412 80,458 30,954 -9,497 243,328

Gain on disposal 385 315,659 3,489 0 319,533

Other operating income 3,239 1,193 264 -9 4,688

Operating income 145,036 397,311 34,706 -9,505 567,549

Operating result before depreciations,

amortisations & impairment losses (EBITDA)

81,627 323,130 -3,080 0 401,676

Depreciations and amortisations -47,859 -13,256 -1,233 0 -62,347

Impairment losses and reversals 8,975 4,859 -91 0 13,743

Operating result (EBIT) 42,743 314,733 -4,404 0 353,072

Interest income (non-intra-segment) 83 2,626 3,942 0 6,651

Interest income intra-segment 453 515 12,556 -13,525 0

Interest expenses (non-intra-segment) -25,603 -6,575 -306 0 -32,484

Interest expenses intra-segment -2,105 -10,905 -515 13,525 0

Other ﬁnance income 5,040 4,613 4,150 -1,000 12,803

Other ﬁnance expenses -2,862 -9,636 -7,388 1,000 -18,885

Share of result of equity accounted investees

(net of income tax)

0 0 269 0 269

Income tax expense -919 1,007 -1,167 0 -1,079

Segment result for the period 16,831 296,378 7,139 0 320,348

Attributable to:

Non-controlling interest 30

Owners of the Company 320,318

124 5. Financial report

(In thousands of USD)

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

For the year ended December 31, 2022

Shipping Infrastucture

Supporting

services

Eliminations Total

Assets

Vessels and barges 507,669 211,930 0 0 719,599

Other property, plant and equipment 40 400 14,116 14,556

Intangible assets 0 19 206 225

Right-of-use assets 11,696 2,442 7,812 21,949

Investments in equity accounted investees 0 0 449 449

Borrowings to equity accounted investees 0 7,000 0 7,000

Loan receivables intra-segment 76,872 58,153 416,458 -551,483 0

Inventories 0 0 9,217 9,217

Restricted cash 1,778 0 0 1,778

Cash and cash equivalents 28,872 32,600 485,965 547,437

Assets held for sale 9,988 0 0 9,988

Total segment assets 636,915 312,544 934,222 -551,483 1,332,198

Unallocated other investments 5,432

Unallocated trade and other receivables 81,375

Trade and other receivables intra-segment 7,123 10,035 36,117 -53,275 0

Other unallocated assets 2,256

Total assets -604,758 1,421,260

Liabilities

Non-current borrowings 330,718 2,026 6,541 339,284

Current borrowings 92,909 10,465 1,386 104,759

Borrowings intra-segment 262,919 167,310 121,254 -551,483 0

Other payables 0 78,000 0 78,000

Non-current provisions 2,347 0 800 3,147

Total segment liabilities 688,892 257,801 129,980 -551,483 525,190

Unallocated equity 0 798,689

Unallocated trade and other payables 0 90,478

Trade and other payables intra-segment 22,243 21,035 9,996 -53,275 0

Unallocated other liabilities 0 6,903

Total equity and liabilities -604,758 1,421,260

CASH FLOW STATEMENT

Cash from operating activities -20,686 -116,164 204,797 67,947

Cash from investing activities 2,578 619,892 -8,961 613,509

Cash from ﬁnancing activities 11,121 -482,042 229,261 -241,660

Exchange rate ﬂuctuations 568

Total cash ﬂow -6,988 21,685 425,098 440,364

ADDITIONAL INFORMATION

Capital expenditures -21,778 -9,693 -317 -31,788

Proceeds from disposals 24,356 718 9 25,083

5. Financial report 125

Segment reporting 2021

(In thousands of USD)

CONSOLIDATED STATEMENT

OF PROFIT OR LOSS

For the year ended December 31, 2021

Shipping Infrastucture

Supporting

services

Eliminations Total

Revenue third party 136,013 91,986 19,047 0 247,046

Revenue intra-segment 1,667 781 7,503 -9,951 0

Total revenue 137,680 92,767 26,550 -9,951 247,046

Gain on disposal 171 0 33 0 204

Other operating income 747 102 253 -113 990

Operating income 138,598 92,869 26,836 -10,064 248,239

Operating result before depreciations,

amortisations & impairment losses (EBITDA)

65,054 54,420 -5,987 0 113,486

Depreciations and amortisations -43,918 -17,225 -984 0 -62,126

Impairment losses and reversals 5,700 -20,063 -23 0 -14,385

Operating result (EBIT) 26,836 17,132 -6,994 0 36,975

Interest income (non-intra-segment) -4 1,179 162 0 1,337

Interest income intra-segment 1 0 13,083 -13,084 0

Interest expenses (non-intra-segment) -16,788 -13,197 -140 0 -30,125

Interest expenses intra-segment -334 -12,749 -1 13,084 0

Other ﬁnance income 1,062 4,014 6,350 -1,000 10,426

Other ﬁnance expenses 70 -2,740 -1,812 1,000 -3,482

Share of result of equity accounted investees

(net of income tax)

0 -1,638 138 0 -1,499

Income tax expense -182 -695 -1,119 0 -1,997

Segment result for the period 10,660 -8,694 9,668 0 11,635

Attributable to:

Non-controlling interest 35

Attributable to owners of the Company 11,600

126 5. Financial report

(In thousands of USD)

CONSOLIDATED STATEMENT

OF FINANCIAL POSITION

For the year ended December 31, 2021

Shipping Infrastucture

Supporting

services

Eliminations Total

Assets

Vessels and barges 555,353 409,128 0 0 964,481

Other property, plant and equipment 52 240 982 1,274

Intangible assets 0 14 68 82

Right-of-use assets 16,122 2,969 2,266 21,356

Equity accounted investees 0 2,969 2,400 5,369

Borrowings to equity accounted investees 0 9,848 -1,957 7,891

Loan receivables intra-segment 77,460 40,567 719,370 -837,397 0

Restricted cash 1,761 76,121 0 77,882

Cash and cash equivalents 35,843 10,869 60,362 107,074

Assets held for sale 17,709 0 0 17,709

Total segment assets 704,300 552,725 783,491 -837,397 1,203,119

Unallocated other investments 1,849

Unallocated trade and other receivables 70,462

Trade and other receivables intra-segment 737 438 43,848 -45,024 0

Other unallocated assets 2,684

Total assets -882,420 1,278,113

Liabilities

Non-current borrowings 413,621 116,216 1,665 531,502

Current borrowings 56,206 88,578 661 145,445

Borrowings intra-segment 204,601 500,971 131,824 -837,397 0

Non-current provisions 2,347 0 800 3,147

Current derivative ﬁnancial instruments 0 0 0 0

Total segment liabilities 676,775 705,766 134,950 -837,397 680,094

Unallocated equity 536,502

Unallocated trade and other payables 59,474

Trade and other payables intra-segment 24,446 19,802 776 -45,024 0

Unallocated other liabilities 2,044

Total equity and liabilities -882,420 1,278,113

CASH FLOW STATEMENT

Cash from operating activities 48,645 26,710 88,766 164,121

Cash from investing activities -135,473 -2,548 255 -137,765

Cash from ﬁnancing activities 94,946 -21,611 -45,645 27,691

Exchange rate ﬂuctuations -706

Total cash ﬂow 8,119 2,551 43,376 0 53,341

ADDITIONAL INFORMATION

Capital expenditures -141,768 -1,958 -250 -143,976

Proceeds from disposals 6,296 0 189 6,485

5. Financial report 127

128 5. Financial report

NOTE 3 - RECONCILIATION SEGMENT REPORTING

The ﬁnancial information of each operating segment is reviewed by management using the proportionate consol-

idation method. The below tables reconcile the ﬁnancial information as reported in the consolidated statement

of ﬁnancial position and the consolidated statement of proﬁt or loss (using the equity consolidation method as re-

quired under IFRS 11) with the ﬁnancial information disclosed in Note 2 Segment reporting (using the proportion-

ate consolidation method).

(In thousands of USD)

For the year ended December 31, 2022

Proportionate

consolidation

Difference

Equity

consolidation

Revenue 243,328 -87,724 155,604

Gain on disposal 319,533 109 319,643

Other operating income 4,688 -3,086 1,601

Vessel expenses -90,444 30,323 -60,121

Raw materials and consumables used (-) -3,447 0 -3,447

General and administrative expenses -39,623 330 -39,293

Personnel expenses -32,333 0 -32,333

Depreciations and amortisations -62,347 28,723 -33,624

Impairment losses and reversals 13,743 -8,975 4,768

Loss on disposal 0 0 0

Other operating expenses -25 0 -25

Result from operating activities 353,073 -40,300 312,773

Interest income 6,651 473 7,125

Interest expenses -32,484 10,530 -21,954

Other ﬁnance income 12,803 -3,278 9,525

Other ﬁnance expenses -18,886 831 -18,055

Result before income tax and share of result of equity accounted

investees

321,157 -31,743 289,414

Share of result of equity accounted investees (net of income tax) 269 31,737 32,007

Income tax expense -1,079 6 -1,072

Result for the period 320,348 0 320,348

5. Financial report 129

(In thousands of USD)

December 31, 2022

Proportionate

consolidation

Difference

Equity

consolidation

Vessels and barges 719,599 -281,633 437,966

Other property, plant and equipment 14,556 0 14,556

Intangible assets 225 0 225

Right-of-use assets 21,949 -11,039 10,910

Investments in equity accounted investees 449 106,633 107,082

Borrowings to equity accounted investees 0 0 0

Deferred tax assets 1,071 0 1,071

Non-current assets 757,849 -186,039 571,810

Derivative ﬁnancial asset 3,583 -3,010 573

Other investments 1,849 0 1,849

Inventories 9,217 0 9,217

Trade and other receivables 81,375 -14,286 67,089

Short term borrowings to equity accounted investees 7,000 0 7,000

Current tax assets 1,185 0 1,185

Restricted cash 1,778 -1,778 0

Cash and cash equivalents 547,437 -27,884 519,553

Assets held for sale 9,988 -9,988 0

Current assets 663,411 -56,946 606,465

Total assets 1,421,260 -242,985 1,178,276

Equity 798,689 1 798,691

Borrowings 339,284 -171,736 167,548

Other payables 78,000 0 78,000

Employee beneﬁts 1,040 0 1,040

Non-current provisions 3,147 -2,347 800

Deferred tax liabilities 2,982 0 2,982

Non-current liabilities 424,453 -174,083 250,370

Borrowings 104,759 -53,960 50,800

Trade and other payables 90,478 -14,936 75,542

Current tax liability 2,881 -8 2,873

Current liabilities 198,118 -68,903 129,215

Total equity and liabilities 1,421,260 -242,985 1,178,276

130 5. Financial report

(In thousands of USD)

For the year ended December 31, 2021

Proportionate

consolidation

Difference

Equity

consolidation

Revenue 247,046 -98,816 148,229

Gain on disposal 204 -151 52

Other operating income 990 0 990

Vessel expenses -80,634 35,565 -45,068

General and administrative expenses -25,149 613 -24,536

Personnel expenses -27,355 6 -27,349

Depreciations and amortisations -62,126 30,762 -31,364

Impairment losses and reversals -14,385 -3,200 -17,585

Loss on disposal -143 43 -100

Other operating expenses -1,473 585 -888

Result from operating activities 36,975 -34,593 2,382

Interest income 1,337 200 1,537

Interest expenses -30,125 14,599 -15,526

Other ﬁnance income 10,426 -229 10,198

Other ﬁnance expenses -3,482 -3,303 -6,785

Result before income tax and share of result of equity accounted

investees

15,131 -23,326 -8,195

Share of result of equity accounted investees (net of income tax) -1,499 23,268 21,769

Income tax expense -1,997 58 -1,939

Result for the period 11,635 0 11,635

5. Financial report 131

(In thousands of USD)

December 31, 2021

Proportionate

consolidation

Difference

Equity

consolidation

Vessels and barges 964,481 -316,045 648,436

Other property, plant and equipment 1,274 0 1,274

Loan receivables intra-segment 82 0 82

Right-of-use assets 21,356 -15,356 6,000

Investments in equity accounted investees 5,369 81,391 86,760

Borrowings to equity accounted investees 5 24,756 24,760

Derivative ﬁnancial asset 759 -759 0

Deferred tax assets 0 0 0

Non-current assets 993,326 -226,013 767,312

Derivative ﬁnancial asset 920 0 920

Other investments 1,849 0 1,849

Trade and other receivables 70,462 -15,308 55,154

Short term borrowings to equity accounted investees 7,887 7,520 15,407

Current tax assets 1,003 0 1,003

Restricted cash 77,882 -1,761 76,121

Cash and cash equivalents 107,074 -35,945 71,130

Assets held for sale 17,709 -5,209 12,500

Current assets 284,787 -50,703 234,083

Total assets 1,278,113 -276,716 1,001,395

Equity 536,502 1 536,503

Borrowings 531,502 -217,686 313,816

Employee beneﬁts 730 0 730

Non-current provisions 3,147 -2,347 800

Non-current liabilities 535,379 -220,032 315,347

Borrowings 145,445 -34,450 110,995

Trade and other payables 59,474 -22,233 37,241

Current tax liability 1,314 -5 1,309

Current derivative ﬁnancial instruments 0 0 0

Current liabilities 206,233 -56,687 149,546

Total equity and liabilities 1,278,113 -276,719 1,001,395

132 5. Financial report

NOTE 4 – DIVESTITURES

Sale of 100% shares in Export LNG Ltd, owner of the TANGO FLNG

Per June 30, 2022, the assets and liabilities of Export LNG Ltd, a 100% subsidiary, were presented as held for sale.

On August 5, 2022, EXMAR and Eni entered into a share purchase agreement to sell all the shares of Export LNG

Ltd, the owning company of the ﬂoating liquefaction unit TANGO FLNG. The balance sheet of Export LNG Ltd, at

June 30, 2022 can be detailed as follows:

(In thousands of USD) Balance as per 30 June 2022

Barge 256,180

Trade and other receivables 281

Restricted cash 76,182

Cash and cash equivalents 67

Total assets held for sale 332,710

Borrowings -121,640

Trade and other payables -3,943

Total liabilities held for sale -125,583

As of August 17, 2022, EXMAR repaid the outstanding borrowings towards Bank of China for the ﬁnancing of the

TANGO FLNG and the related restricted cash balance was released (see Notes 28 Borrowings and 25 Restricted

cash and cash and cash equivalents respectively).

On August 26, 2022, the share sale with Eni was closed for a cash consideration of USD 646.7 million, still subject

to a price adjustment between plus USD 44.0 million and minus USD 78.0 million, depending on the actual perfor-

mance of the TANGO FLNG during the ﬁrst six months on site. In this respect, EXMAR deferred revenue of USD 78.0

million and recorded this as a contingent consideration liability, which will be evaluated in 2024. EXMAR realized a

gain of USD 315.7 million on this transaction (see Note 7 Gain on disposals).

The sale of the shares of Export LNG triggered a repayment and termination of the USD 50.0 million Sequoia credit

facility, which was used in its entirety at the end of June 2022. Repayment occurred on August 29, 2022 (see also

Note 28 Borrowings).

5. Financial report 133

NOTE 5 - BUSINESS COMBINATIONS AND OTHER SHARE DEALS

Bexco NV – business combination

Bexco NV is a leading European manufacturer of precision-engineered synthetic mooring, towing and lifting ropes

for offshore, marine and industrial applications, based in Belgium. The Group owned 44.91% of the shares and up

till October 31, 2022 Bexco NV was included in the consolidated ﬁnancial statements as an equity accounted in-

vestee. On November 1, 2022, the Group acquired the remaining 55.09% shares of Bexco NV and since included

in full in the consolidated ﬁnancial statements.

In accordance with IFRS 3 Business combinations, Exmar Group remeasured its previously held 44.91% interest at

acquisition date fair value and a gain of USD 3.1 million was recognized in proﬁt and loss, net of a loss of USD 0.8

million from recycling the currency translation adjustment (see Note 7 Gain on disposal). The assets acquired and

liabilities assumed were recognized at 100% of their fair value and determined the badwill.

The fair value of the identiﬁable assets and liabilities of Bexco NV at acquisition date can be detailed as follows:

(In thousands of USD) Fair value on acquisition date

Assets

Property, plant & equipment 13,069

Intangible assets 155

Right-of-use assets 5,609

Inventories 11,389

Trade and other receivables 8,002

Cash and cash equivalents 532

38,756

Liabilities

Non-current borrowings 4,762

Deferred tax liability 2,869

Short-term borrowings 2,922

Trade and other payables 9,867

20,419

Total identiﬁable net assets at fair value 18,337

Fair value of previously held investment of 44.9% 8,245

Consideration transferred for the additional 55.09% interest acquired 9,701

Total consideration 17,945

Badwill arising on acquisition -392

The determination of the fair values of property, plant and equipment was based on external valuation reports.

Inventories were fair valued based on the expected sales price minus estimated selling costs. Trade and other

receivables were recorded at their nominal value as the full contractual amounts are expected to be collectible.

A minor badwill of USD 0.4 million arose in the acquisition of Bexco and has been recorded directly in proﬁt in the

caption “Gain on disposal” (see Note 7 Gain on disposal).

From acquisition date, Bexco NV has contributed USD 7.3 million in revenue. Had this business combination been

effected at January 1, 2022, the revenue of the Group would have been USD 21.3 million higher.

Solaia Shipping LLC

On August 30, 2022, EXMAR signed an agreement with SEAPEAK Maritime Holdco LLC, to increase its ownership

share in Solaia Shipping LLC (“Solaia”) from 50% to 100%. Solaia is the owner of the EXCALIBUR LNG carrier. On

September 20, 2022, the transaction was closed and after dry dock, the EXCALIBUR was converted into a FSU. As

from October 2022, the EXCALIBUR is employed under a 10-year charter agreement for the Eni project. We also

refer to Note 4 Divestitures for additional information on the transaction with Eni.

This transaction does not meet the deﬁnition of a “business” as speciﬁed under IFRS 3 and thus no acquisition

method of accounting can be applied. Instead, EXMAR acquired the underlying “asset” and consequently record-

ed the additional 50% stake in the EXCALIBUR at its agreed price of USD 8.8 million, net of debt. See also Note

14 Vessels and barges.

134 5. Financial report

NOTE 6 – REVENUE

(In thousands of USD) 2022 2021

Shipping segment 51,936 36,414

Infrastructure segment - ordinary revenue 78,152 32,710

Infrastructure segment - settlement fees 0 56,840

Supporting services segment - ordinary revenue 25,517 21,768

Supporting services segment - settlement fees 0 497

Revenue 155,604 148,229

The increase in total revenue at the Shipping segment is mainly a result of the new charter agreements for the two

new build VLGC’s, FLANDERS INNOVATION (since mid-August 2021) and FLANDERS PIONEER (since November

2021) included for a full year in 2022 and higher time-charter rates for the pressurized ﬂeet.

Ordinary revenue at the Infrastructure segment increased signiﬁcantly in 2022 as a result the employment of the

FRSU EEMSHAVEN LNG, previously named FSRU S188, (generating hire income as well as income from recharged

variation orders and the mobilisation fees since mid August 2022), higher license and engineering revenue from

different projects and the employment of the EXCALIBUR, now owned for 100%, as from the fourth quarter of 2022.

In 2021, Gunvor cancelled the charter agreement of the FSRU S188 and paid an early termination fee of USD 56.8

million.

The increase in revenue at the Supporting services is the combined effect of Bexco NV entering into the consol-

idation scope of the Group since November 2022 (contribution of USD 7.3 million), see Note 5 business combina-

tions, higher revenue at Travel Plus after the covid pandemic, offset by lower ship management revenue due to less

vessels under management.

Revenue which falls within the scope of IFRS 16 Leasing represented 43.0% (2021: 46.1%) of total revenue and is

mainly situated in the Shipping segment. Revenue which falls within the scope of IFRS 15 Revenue from contracts

with customers represented 57.0% (2021: 53.9%) of total revenue and is mainly situated in the Infrastructure and

Supporting services segment. The percentages mentioned are calculated excluding settlement fees.

Major shipping clients Equinor (ex-Statoil) and Nippon Gas Line Co represented 53.6% (2021: 28.2%) and 21.2%

(2021: 29.0%) respectively of the revenue of the Shipping segment. Both clients contributed 17.9% (2021: 11.3%)

and 7.1% (2021: 11.6%) respectively to the EXMAR Group revenue in 2022. Gasunie and Hyundai Heavy Indus-

tries Korea represented 28.4% (2021: 0.0%) and 19.6% (2021: 6.1%) of the revenue of the Infrastructure segment.

Both clients represented 14.2% (2021: 0.0%) and 9.8% (2021: 2.2%) of the EXMAR Group revenue in 2022. In 2021,

Gunvor contributed 32.9% of the revenue of the Infrastructure segment and 11.8% of the EXMAR Group revenue,

compared to 0% in 2022. The percentages mentioned are also calculated excluding settlement fees. No other cus-

tomers represent more than 10.0% of the EXMAR Group revenue in 2022.

(In thousands of USD) 2022 2021

Trade receivables, included in trade and other receivables (current + non-current) 39,344 43,987

Contract assets, included in trade and other receivables 7,743 2,839

Contract liabilities, included in trade and other payables 11,056 6,479

Contract balances 58,143 53,305

The decrease in trade and other receivables in 2022 is primarily the result of the receipt of the remaining YPF settle-

ment fee (USD 24.4 million) in accordance with the agreed payment schedule, partially offset by Bexco NV entering

into the consolidation scope and receivables related to the new (2022) charter and/or service agreements related

to EEMSHAVEN LNG, TANGO FLNG and EXCALIBUR.

The contract assets mainly relate to the Group’s rights to consideration for work completed but not billed at the

reporting date. The contract assets are transferred to receivables when the rights become unconditional.

The contract liabilities primarily relate to invoices issued in respect of vessel income (prepaid hire) and advances

charged for planned services.

The increase in contract assets and contract liabilities mainly results from the services delivered/to be delivered to

the three assets mentioned above.

5. Financial report 135

NOTE 7 – GAIN ON DISPOSAL

At year-end 2022, Exmar realized a non-recurring gain on disposals of USD 319.6 million which can be detailed as

follows:

(In thousands of USD) 2022 2021

Gain on sale of shares of Export LNG 315,654 0

Gain on derecognition Bexco NV 3,474 0

Other 515 52

Gain on disposal 319,643 52

As a result of the sale of the 100% shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August

2022, EXMAR realized a non-recurring gain of USD 315.7 million. We refer to Note 4 Divestitures for additional in-

formation.

On November 1, 2022, EXMAR acquired the remaining 55.09% shares of Bexco NV for a consideration of USD 9.7

million. Until that date, Bexco NV was accounted for as an equity accounted investee and the derecognition thereof

resulted in a net gain of USD 3.1 million, i.e. after recycling a USD 0.8 million currency translation loss. Since obtain-

ing control from November 2022 onwards, Bexco is included in full in the Group’s consolidated ﬁnancials and the

assets acquired and assumed liabilities were recorded at fair value, resulting in a badwill of USD 0.4 million. This

badwill was directly recorded in proﬁt and included within the caption Gain on disposal. See also Note 5 Business

combinations and other share deals.

NOTE 8 - VESSEL EXPENSES

(In thousands of USD) 2022 2021

Vessel expenses crew -28,287 -23,850

Vessel expenses maintenance -23,931 -14,136

Vessel expenses insurance -2,759 -2,693

Vessel expenses other -5,144 -4,389

Vessel expenses -60,121 -45,068

Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and

other related expenses.

The signiﬁcant increase in the vessel expenses is mainly a result of the change from lay-up status to start-up and

commercial operations of the EEMSHAVEN LNG since the summer of 2022 and the full year employment in 2022

of the two new VLGC’s: FLANDERS INNOVATION and FLANDERS PIONEER.

NOTE 9 – PURCHASE OF GOODS

As from November 1, 2022, EXMAR reports purchases of goods which results from the business activities of Bexco

NV that became a subsidiary of the Group as from that date (see Note 5 Business combinations).

136 5. Financial report

NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES

(In thousands of USD) 2022 2021

Administrative expenses -33,393 -22,637

Ofﬁce expenses -1,386 -2,438

Travel expenses -2,488 -2,085

IT & communication expenses -2,409 -2,073

Fees -15,739 -7,730

Other fees -10,579 -7,693

Insurance -793 -619

Freight charges -1,740 0

Non-income based taxes -2,844 -1,256

Other expenses -1,316 -643

General and administrative expenses -39,293 -24,536

During 2022, fees increased as a result of speciﬁc project work for Eni in relation to the operability of the TANGO

FLNG and higher engineering fees, primarily in connection with the Shenandoah project.

Other fees, mainly director and management consultancy services, increased in 2022 due to larger and supple-

mentary consultancy projects.

Freight charges are related to the Bexco activities since their inclusion in the consolidation scope (see Note 5 Busi-

ness combinations and other share deals).

In 2022, non-income based taxes include non-deductible withholding taxes of USD 1.2 million related to the Eni

project in Congo.

NOTE 11 - PERSONNEL EXPENSES

(In thousands of USD) 2022 2021

Salaries and wages -27,492 -22,568

Social security charges -4,263 -3,991

Employee beneﬁt, deﬁned beneﬁt and deﬁned contribution plan -577 -789

Personnel expenses -32,333 -27,349

At year-end 2022 2021

Seagoing 1,508 1,615

Staff 418 234

Number of personnel members 1,926 1,849

Salaries and wages increased primarily because of higher number of engineers and technical employees for amongst

others the Shenandoah project and the inclusion of Bexco since November 2022 in the consolidation scope (re-

spectively within the Infrastructure and Services segments).

The number of personnel members represents the effective number of personnel members in service per period

end (including the seagoing employees of our equity accounted investees).

A signiﬁcant part of EXMAR’s seagoing personnel is employed on the assets held or operated by EXMAR’s equity ac-

counted investees, the related expense is not included in the personnel expenses or crew expenses disclosed above.

5. Financial report 137

NOTE 12 - FINANCE INCOME / EXPENSES

(In thousands of USD) 2022 2021

Interest income on borrowings to equity accounted investees 1,929 1,508

Interest income on cash and cash equivalents 5,196 29

Interest income 7,125 1,537

Interest expenses on borrowings -21,954 -15,526

Interest expenses -21,954 -15,526

The interest income on borrowings to equity accounted investees relates to interests charged to the equity ac-

counted investees on the borrowings provided by EXMAR and increased as a result of higher average outstanding

balances. We refer in this respect also to Note 19 Borrowings to equity accounted investees.

Interest income on cash and cash equivalents increased signiﬁcantly thanks to the higher cash position of EXMAR

after the proceeds of the sale of the shares of Export LNG Ltd, owner of TANGO FLNG (see Note 4 Divestitures).

Interest expenses relate to EXMAR’s borrowings as disclosed in Note 28 Borrowings and the increase of USD 6.4

million is mainly the combined effect of (i) the ﬁnancing of the two new VLGC’s since mid 2021 (USD 5.3 million),

(ii) the effective interest correction on the pressurized ﬂeet following the exercise of the early buy-out option (USD

5.5 million, of which USD 3.3 million is an adjustment of the historic interest expense of prior ﬁnancial years

) (both

Shipping segment), offset by (iii) lower interests in the Infrastructure segment due to the repayment of the NOK

bond (USD 3.3 million) at maturity end May 2022 and lower margins and early repayment of the Bank Of China loan

facility in August 2022 upon the sale of the shares of Export LNG Ltd, owner of TANGO FLNG (USD 1.8 million).

(In thousands of USD) 2022 2021

Realised exchange gains 2,967 2,237

Unrealised exchange gains 2,418 6,270

Dividend income from non-consolidated companies 18 16

Equity securities measured at FVTPL 280 662

Fair value gain on ﬁnancial instruments 934 920

Premium refund 2,497 0

Other 410 92

Other ﬁnance income 9,525 10,198

Realised exchange losses -6,324 -928

Unrealised exchange losses -1,236 -1,933

Amortisation transaction costs -7,504 -2,674

Banking fees -2,280 -922

Other -711 -328

Other ﬁnance expenses -18,055 -6,785

The realized exchange gains, net of the settlement loss of related derivative assets, primarily relate to the NOK

bond repayment in May 2022.

The unrealized exchange gains decreased as 2021 included USD 2.4 million gains on the translation of the NOK

bond into USD.

As a result of the early repayment of the Bank of China loan, the Group obtained a refund of USD 2.5 million on

previously paid credit insurance premiums.

The realized exchange losses of 2022 include USD 5.6 million loss on the settlement of EUR-USD short-term swaps.

The amortisation of the transaction costs increased due to the accelerated recognition of the capitalized ﬁnancing

fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements (see

also Note 28 Borrowings). Related to this, EXMAR paid a cancellation fee to Sequoia of USD 1.0 million, which pri-

marily explains the increase in “Banking fees”.

1 The USD 3.3 million interest expense adjustment relates to the correction of an error regarding the accounting for sale & lease back transactions dat-

ing back to 2019 for four pressurized vessels. These sale and lease back transactions were accounted for in accordance with IAS 17 whereas IFRS 16 became

applicable in 2019. The impact was considered as not material and therefore included as a current year adjustment.

138 5. Financial report

Finance income and expense directly recognized in equity

(In thousands of USD) 2022 2021

Equity accounted investees - share of other comprehensive income 1,944 618

Foreign currency translation differences 577 -1,521

Finance income/expense recognised directly in equity 2,521 -903

Recognised in:

Translation reserve 265 -1,942

Hedging reserve 2,249 1,059

Non-controlling interest 7 -20

2,521 -904

The movement of the translation reserve is mainly the consequence of the evolution of the USD/EUR exchange rate.

In certain of our equity accounted investees, interest rate swaps (IRS) contracts were signed to cover their exposure

on variable interest rates.

NOTE 13 - INCOME TAXES

(In thousands of USD) 2022 2021

Taxes current period -1,717 -1,945

Prior year adjustments -314 6

Income taxes -2,030 -1,939

Deferred income taxes 958 0

Income taxes -1,072 -1,939

RECONCILIATION

Result before income tax 321,420 13,574

Tax at domestic tax rate -25.00% -80,355 -25.00% -3,393

Tax impact on share of proﬁt of equity accounted

investees

8,001 5,442

Increase/decrease resulting from:

Effects of tax rates in foreign jurisdictions -3,807 -4,621

Non-deductible expenses -2,316 -244

Other taxes -79 -803

Current year tax losses/ credits for which no deferred tax

asset has been recognised

-112 -10,225

Use of tax credits, tax losses carried forward,... for which

no DTA was recognised before

389 15,706

Unused tax losses under the Belgian tonnage tax regime -1,472 -3,429

Tax exempt income 78,993 -149

Adjustments in respect of prior years -316 -223

Reconciliation of the effective tax rate -0.3% -1,072 -14.29% -1,939

The tax exempt income related primarily to the gain on disposal of 100% of the shares of Export LNG (see note 4

Divestitures).

5. Financial report 139

NOTE 14 - VESSELS AND BARGES

(In thousands of USD)

Cost

Shipping Infrastructure

Under

construction

- advance

payments

Total

Balance as per January 1, 2021 122,350 487,173 33,163 642,684

Changes during the ﬁnancial year

Acquisitions 4,188 1,516 128,878 134,582

Borrowing costs 0 0 720 720

Reclassiﬁcation 1,909 0 0 1,909

Transfers 162,761 0 -162,761 0

Balance as per December 31, 2021 291,208 488,688 0 779,896

Balance as per January 1, 2022 291,208 488,688 0 779,896

Changes during the ﬁnancial year

Acquisitions 5,656 14,212 0 19,867

Increase through share deal 0 39,860 0 39,860

Disposals 0 -300,053 0 -300,053

Reclassiﬁcation 34 -713 0 -679

Balance as per December 31, 2022 296,898 241,993 0 538,891

Depreciations and impairment losses

Balance as per January 1, 2021 29,723 51,539 0 81,261

Changes during the ﬁnancial year

Depreciations 13,691 15,600 0 29,291

Disposals 1,908 0 0 1,908

Balance as per December 31, 2021 45,322 86,139 0 131,461

Balance as per January 1, 2022 45,322 86,139 0 131,461

Changes during the ﬁnancial year

Depreciations 19,837 11,801 0 31,638

Impairments 0 -18,300 0 -18,300

Disposals 0 -43,874 0 -43,874

Balance as per December 31, 2022 65,159 35,766 0 100,925

Net book value

Net book value as per December 31, 2021 245,887 402,549 0 648,436

Net book value as per December 31, 2022 231,739 206,227 0 437,966

140 5. Financial report

In 2022, the acquistions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure seg-

ments.

EXMAR, Infrastructure segment, acquired the EXCALIBUR vessel on September 20, 2022 following the acquisition

of the remaining 50% shares of Solaia Shipping LLC. and valued the vessel at USD 40.0 million. We refer to Note 5

Business combinations and other share deals.

On August 26, 2022 the ﬂoating liquefaction unit TANGO FLNG with a net book value of USD 256.2 million was

transferred to Eni following the closing of the share purchase agreement signed between the parties (see Note 4

Divestitures for a description of the transaction).

The acquisitions in 2021 mainly relate to the VLGC’s, FLANDERS INNOVATION and FLANDERS PIONEER for which

advances of USD 33.2 million were paid in previous years. These vessels were delivered end June 2021 and September

2021 respectively and at that moment transferred to the Shipping segment (total acquisition cost including first

outfitting costs and capitalized dry-dock expenses of USD 167.0 million).

The vessels are pledged as a security for the related underlying liabilities. We refer to Note 28 Borrowings for more

information in respect of these underlying liabilities.

Impairment

For the wholly-owned ﬂeet, internal and external triggers are evaluated which indicate that the carrying value of

the ﬂeet should be tested for impairment. The carrying amount of the ﬂeet is compared to the recoverable amount,

which is the higher of the fair value less cost to sell and the value in use.

The fair value less costs to sell is based upon the average fair market value as determined by two independent ship

brokers or recent market transactions of comparable assets. This market value is corrected with an average broker-

age commission to be paid when a vessel is sold. The value in use is based upon the estimated future cash ﬂows

discounted to their present value and reﬂecting current market assessments relating to freight rate estimates, em-

ployment and operating expenses. The value in use model also includes assumptions taken amongst others with

respect to future hire paid, contract duration and number of months’ interval between two contracts. The operat-

ing cash ﬂows are based on internal information and a sensitivity analysis is performed on each assumption. The

discounted cash ﬂow model used by management includes estimated cash ﬂows for the remaining lifetime of the

wholly-owned ﬂeet. Three-year cash ﬂow forecasts are estimated by management based upon the past experience

as well as current market expectations regarding volumes and freight rates going forward. Freight rates as well as

operating expenses subsequent to this three-year period are expected to change in line with estimated inﬂation

afterwards. The discount rate used is a weighted average cost of capital of 7.6% for the Shipping LPG segment

(2021: 5.5%), 9.5% for the Shipping LNG segment (2021: 6.0%) and 11.0% for the Infrastructure segment 9.2%).

In 2021, the early termination of the charter agreement of the FSRU S188 triggered an impairment charge of USD

19.0 million, which was based on the fair value less cost to sell at that time. Since March 2022, the Russia-Ukraine

conﬂict has resulted in signiﬁcantly higher energy prices and higher demand of LNG units. A ﬁve-year charter agree-

ment for the FSRU S188 (thereafter renamed to “EEMSHAVEN LNG”) was signed with GASUNIE LNG Holdings BV,

with hire income starting as from mid-August 2022. Consequently, and based on the fair value as determined by

two independent brokers of the EEMSHAVEN LNG, an impairment charge of USD 18.3 million was reversed as of

June 30, 2022.

For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned

ﬂeet. We refer to Note 17 Investments in equity accounted investees in this respect.

5. Financial report 141

NOTE 15 - OTHER PROPERTY, PLANT AND EQUIPMENT

(In thousands of USD)

Cost

Land and

buildings

Machinery and

equipment

Furniture and

movables

Total

Balance as per January 1, 2021 4,314 1,411 4,319 10,044

Changes during the ﬁnancial year

Acquisitions 0 43 207 250

Disposals 0 -509 -937 -1,446

Exchange differences -332 14 -125 -443

Balance as per December 31, 2021 3,981 959 3,464 8,404

Balance as per January 1, 2022 3,981 959 3,464 8,404

Changes during the ﬁnancial year

Acquisitions 49 184 321 554

Increase through business combinations 7,206 5,815 48 13,069

Disposals 0 12 -369 -357

Exchange differences -156 50 -98 -203

Balance as per December 31, 2022 11,081 7,020 3,366 21,467

Depreciations and impairment losses

Balance as per January 1, 2021 3,576 1,321 3,466 8,363

Changes during the ﬁnancial year

Depreciations 32 68 238 338

Disposals 0 -509 -687 -1,196

Exchange differences -277 12 -109 -375

Balance as per December 31, 2021 3,331 892 2,908 7,130

Balance as per January 1, 2022 3,331 892 2,908 7,130

Changes during the ﬁnancial year

Depreciations 64 170 214 448

Disposals 0 -14 -356 -370

Exchange differences -194 -20 -84 -298

Balance as per December 31, 2022 3,202 1,027 2,681 6,910

Net book value

Net book value as per December 31, 2021 651 67 556 1,274

Net book value as per December 31, 2022 7,879 5,993 684 14,557

The increase in net book value during 2022 of USD 13.3 million mainly relates to the acquisition of Bexco NV as a

100% subsidiary, i.e. USD 7.2 million land and buildings and USD 5.8 million manufacturing machinery and equip-

ment (see note 5 Business combinations and other share deals for the details of the transaction).

142 5. Financial report

NOTE 16 - RIGHT -OF- USE ASSETS

The Group has initially applied IFRS 16 from January 1, 2019. IFRS 16 introduced a single, on-balance sheet account-

ing model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights

to use the underlying assets and lease liabilities representing its obligation to make lease payments (we refer to

Note 28 Borrowings in respect of right-of-use lease liabilities).

(In thousands of USD)

COST

Property IT equipment Total

Balance as per January 1, 2021 6,586 625 7,211

Changes during the ﬁnancial year

Additions 2,897 92 2,990

Terminations -2,085 -267 -2,352

Exchange differences -64 -3 -67

Contract re-measurement/contract modiﬁcation 1,340 0 1,340

Balance as per December 31, 2021 8,675 446 9,121

Balance as per January 1, 2022 8,675 446 9,121

Changes during the ﬁnancial year

Additions -25 791 766

Increase through business combinations 5,609 0 5,609

Terminations -241 -71 -312

Exchange differences -178 -15 -194

Contract re-measurement/contract modiﬁcation 162 -1 161

Balance as per December 31, 2022 14,002 1,151 15,153

DEPRECIATIONS AND IMPAIRMENT LOSSES

Balance as per January 1, 2021 3,386 364 3,750

Changes during the ﬁnancial year

Depreciations 1,487 181 1,668

Terminations -2,083 -267 -2,351

Exchange differences 59 -5 54

Balance as per December 31, 2021 2,848 273 3,121

Balance as per January 1, 2022 2,848 273 3,121

Changes during the ﬁnancial year

Depreciations 1,294 194 1,488

Terminations -241 -71 -312

Exchange differences -42 -13 -55

Balance as per December 31, 2022 3,859 384 4,242

NET BOOK VALUE

Net book value as per December 31, 2021 5,827 173 6,000

Net book value as per December 31, 2022 10,143 767 10,910

The increase in the net book value of the right-of-use assets by USD 4.9 million in 2022 is primarily a result of the

Bexco business combination (see also note 5).

1535. Financial report

NOTE 17 – INVESTMENTS IN EQUITY ACCOUNTED INVESTEES

The change in investments in equity accounted investees can be detailed as follows:

(In thousands of USD) 2022 2021

Balance as per January 1 86,760 64,324

Changes during the period:

Share in profit/(loss) 32,007 21,769

Decrease through business combinations and other share deals -11,552 0

Dividends -2,079 -379

Change in allocated negative net assets (1) 0 335

Exchange differences -305 -441

Changes in other comprehensive income equity accounted investees 2,249 1,059

Other 2 93

Balance as per December 31 107,082 86,760

(1) The equity accounted investees for whom the share in the net assets is negative, are allocated to other components of the investor’s interest in the equity

accounted investee (i.e. primarily deducted from receivables) if such components exists. In case the negative net asset exceeds the investor’s interest, a

corresponding liability is recognized only to the extent that the Group has a legal or constructive obligation. In total, an amount of USD 2.0 million was netted

in respect of negative net assets at year-end 2021.

The share in the profit of equity accounted investees increased from USD 21.8 million to USD 32.0 million primarily

due to the contribution of the SEAPEAK LPG joint ventures, that benefited from higher time charter rates, lower

operating expenses and higher other finance income.

During 2022, EXMAR acquired the remaining shares of Bexco NV and Solaia Shipping LLC of respectively 55.1% and

50.0% (see Note 5 Business combinations and other share deals for additional information). Consequently, these

entities are no longer equity accounted investees and are fully consolidated since the date of obtaining control.

The part of EXMAR in the results of 2022 until the date of control is still included in the profit and loss statement

“Share of result in equity accounted investees (net of income tax)”.

EXMAR has provided guarantees to financial institutions that granted credit facilities to her equity accounted inves-

tees. As of December 31, 2022 an amount of USD 541.6 million (2021: USD 473.8 million) was outstanding under

such loan agreements, of which EXMAR has guaranteed USD 270.8 million (2021: USD 236.9 million). We refer in this

respect also to Note 32 Financial risks and financial instruments. EXMAR did not incur material contingent liabilities

versus its equity accounted investees. No other commitments than the earlier mentioned guarantees are provided

by EXMAR to its equity accounted investees.

Following regulatory requirements or borrowing arrangements, our joint ventures or associates may be restricted

to make cash distributions such as dividend payments or repayments of shareholder loans. Under the borrowing

arrangements our joint ventures or associates may only make a distribution if no event of default or no breach of

any covenant would result from such distribution. Under corporate law, dividend distributions are restricted if the

net assets would be less than the amount of paid up capital plus any reserves that cannot be distributed.

For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned

fleet. We refer to Note 14 Vessels and barges for more information in this respect. In 2022, EXMAR accounted for a

share in the profit of the equity accounted investees (USD 32.0 million), which is positively impacted by the reversal

of impairment charges on 3 vessels (representing USD 9.0 million for EXMAR’s share in profit). During 2021, impair-

ment charges were reversed for three vessels sold and one vessel classified as held for sale at year-end (positive

impact of USD 3.2 million on EXMAR’s share in profit).

144 5. Financial report

NOTE 18 - FINANCIAL INFORMATION EQUITY ACCOUNTED

INVESTEES

EXMAR has no liabilities towards its equity accounted investees and has the following assets:

(In thousands of USD) 2022 2021

Investments in equity accounted investees:

Joint ventures 106,625 81,390

Associates 457 5,370

Borrowings to equity accounted investees:

Long-term 0 24,760

Short-term (or current portion of long-term) 7,000 15,407

Trade and other receivables (see also Note 36 Related parties)

Gross balance 10,977 6,373

Impairment -6,903 0

Total 118,157 133,300

Its investments at year-end 2022 can be detailed as follows:

Joint ventures Segment JV partner Description activities

Estrela Ltd Infrastructure ASS Owner of the accommodation barge NUNCE

EXMAR Gas Shipping Ltd Shipping SEAPEAK Previously owner of the midsize vessel TOURAINE

EXMAR LPG BV Shipping SEAPEAK Holding company for EXMAR-Seapeak activities

EXMAR Shipping BV Shipping SEAPEAK

Owner of 18 midsize carriers, of which two carriers

under ﬁnance lease and one held for sale

Good Investment Ltd Shipping SEAPEAK Time-charter agreement of the VLGC BW TOKYO

Monteriggioni Inc Shipping MOL

Owner of the LNG carrier EXCEL which was sold

during 2017 - dormant since

Associates Segment Ownership% Description activities

Marpos NV

Supporting

services

45.00% Provides waste solutions for maritime industry

Electra Offshore Ltd Infrastructure 40.00% Owner of the accommodation barge WARIBOKO

Exview Hong Kong Ltd Infrastructure 40.00%

Bareboat owner of the accommodation barge

WARIBOKO

Springmarine Nigeria Ltd Infrastructure 40.00%

Time-charter agreement for the accommodation

barge WARIBOKO

1555. Financial report

(In thousands of USD) Joint ventures Associates

JV partner

Seapeak MOL Seapeak ASS

Anglo-

Eastern

Ownership percentage 50% 50% 50% 50% 50% 45% 45% 40%

Entity

Total

Seapeak

Monte-

riggioni

Solaia

Shipping

Estrela Ltd AEX BEXCO Marpos

Total

Wariboko

companies

TOTAL

Non current assets 613,933 0 0 11,410 0 0 404 2,675 628,422

Current assets 48,672 4,725 0 4,962 0 0 1,207 14,852 74,418

of which cash and cash

equivalents

37,665 4,725 0 4,932 0 0 657 57 48,036

Non current liabilities 355,773 4,693 0 0 0 0 0 8,445 368,911

of which bank borrowings 340,515 0 0 0 0 0 0 0 340,515

of which finance leases 2,958 0 0 0 0 0 0 0 2,958

of which other borrowings 0 0 0 0 0 0 0 2,225 2,225

Current liabilities 161,607 56 0 609 0 0 595 28,794 191,661

of which bank borrowings 4,033 0 0 0 0 0 0 0 4,033

of which finance leases 103,249 0 0 0 0 0 0 0 103,249

of which other borrowings 0 0 0 0 0 0 0 14,190 14,190

0 0

Revenue 172,129 0 0 10,220 0 17,471 2,254 0 202,074

Depreciation and amortization 52,754 0 2,941 1,751 0 661 71 1,933 60,111

Impairment (reversal) -7,950 0 -10,000 0 0 17 0 482 -17,451

Interest income 1,034 34 19 0 0 0 0 0 1,087

Interest expense 22,515 0 581 0 0 100 7 1,198 24,401

Income tax expense 12 0 0 0 0 2 145 0 159

Profit or (loss) from

continuing operations

62,978 -4 -1,126 1,626 0 187 413 -9,853 54,221

Other comprehensive income 4,498 0 0 0 0 0 0 4,498

Total comprehensive income 67,476 -4 -1,126 1,626 0 187 413 -9,853 58,719

Net assets (100%) 197,525 -24 0 15,763 0 0 1,016 -13,492 200,788

EXMAR share in net assets 98,763 -12 0 7,882 0 0 457 -5,397 101,692

Share in net assets of equity

accounted investees on

January 1, 2022

65,025 -10 7,736 8,650 0 4,930 439 -1,961 84,809

Share in total comprehensive

income

33,738 -2 -563 813 0 84 186 0 34,256

Decrease through business

combinations

0 0 -7,173 0 0 -4,379 0 0 -11,552

Dividends 0 0 0 -1,581 0 -337 -161 0 -2,079

Foreign currency translation

differences

0 0 0 0 0 -298 -7 0 -305

Other 0 4 0 0 0 0 0 4

Share in net assets of equity

accounted investees on

December 31, 2022

98,763 -8 0 7,882 0 0 457 -1,961 105,133

Netting negative equity

and impairment

0 0 0 0 0 0- 0 1,961 1,961

Share in net assets of equity

accounted investees on

December 31, 2022, after

netting negative equity

98,751 -8 0 7,882 0 0 457 0 107,082

146 5. Financial report

Joint ventures Associates

(In thousands of USD)

JV partner

Seapeak MOL Seapeak ASS

Anglo-

Eastern

Ownership percentage 50% 50% 50% 50% 50% 45% 45% 40%

Entity

Total

Seapeak

Monte-

riggioni

Solaia

Shipping

Estrela Ltd AEX BEXCO Marpos

Total

Wariboko

companies

TOTAL

Non current assets 621,033 0 30,127 13,161 0 6,664 355 7,630 678,970

Current assets 86,195 4,693 4,475 5,659 0 18,958 1,297 7,507 128,784

of which cash and cash

equivalents

54,474 4,693 4,263 5,626 0 228 942 218 70,444

Non current liabilities 507,258 4,693 7,500 0 0 3,478 0 1,015 523,944

of which bank borrowings 253,137 0 7,500 0 0 3,063 0 0 263,700

of which ﬁnance leases 174,734 0 0 0 0 0 0 0 174,734

of which other borrowings 49,531 0 0 0 0 0 0 0 49,531

Current liabilities 99,777 20 11,630 1,520 0 11,167 676 21,057 145,847

of which bank borrowings 26,233 0 10,000 0 0 894 0 0 37,127

of which ﬁnance leases 32,071 0 0 0 0 0 0 0 32,071

of which other borrowings 15,000 0 0 0 0 0 0 9,848 24,848

0 0

Revenue 173,777 0 21,687 10,401 0 48,424 2,128 5,075 261,492

Depreciation and amortization 56,144 0 3,705 1,750 0 889 72 2,293 64,853

Impairment (reversal) -6,400 0 0 0 0 -72 0 1,925 -4,547

Interest income 439 0 -7 0 0 0 0 0 432

Interest expense 21,263 0 1,204 0 0 155 10 1,177 23,809

Income tax expense 115 0 0 0 0 547 112 0 774

Proﬁt or (loss) from

continuing operations

34,434 -1,247 11,460 1,708 182 2,233 307 -6,603 42,474

Other comprehensive income 1,521 0 596 0 0 0 0 0 2,117

Total comprehensive income 35,955 -1,247 12,056 1,708 182 2,233 307 -6,603 44,591

Net assets (100%) 130,049 -20 15,472 17,300 0 10,977 976 -5,920 168,834

EXMAR share in net assets 65,025 -10 7,736 8,650 0 4,930 439 -2,368 84,401

Share in net assets of equity

accounted investees on

January 1, 2021

47,086 614 1,708 7,796 -224 4,605 444 680 62,709

Share in total comprehensive

income

17,978 -624 6,028 854 91 1,003 138 -2,641 22,827

Dividends 0 0 0 0 0 -277 -103 0 -379

Foreign currency translation

differences

0 0 0 0 0 -401 -40 0 -441

Other -39 0 0 0 133 0 0 0 94

Share in net assets of equity

accounted investees on

December 31, 2021

65,024 -10 7,736 8,650 0 4,930 439 -1,961 84,809

Netting negative equity 0 0 0 0 0 0 0 1,961 1,961

Share in net assets of equity

accounted investees on

December 31, 2021, after

netting negative equity

65,014 -10 7,736 8,650 0 4,930 439 0 86,760

5. Financial report 147

NOTE 19 - BORROWINGS TO EQUITY ACCOUNTED INVESTEES

(In thousands of USD) Shipping Infrastructure

Supporting

services

Total

As per January 1, 2021 42,259 7,876 152 50,287

New loans and borrowings 0 590 0 590

Repayments -10,000 0 0 -10,000

Write-off 0 0 -376 -376

Change in allocated negative net

assets (1)

0 -559 224 -335

As per December 31, 2021 32,260 7,907 0 40,167

More than 1 year 24,760 0 0 24,760

Less than 1 year 7,500 7,907 0 15,407

As per January 1, 2022 32,260 7,907 0 40,167

New loans and borrowings 20,000 21,085 0 41,085

Elimination after share deal (2) 0 -20,195 0 -20,195

Accrued interest 0 2,491 0 2,491

Repayments -52,260 0 0 -52,260

Impairment 0 -4,288 0 -4,288

Change in allocated negative net

assets (1)

0 0 0 0

As per December 31, 2022 0 7,000 0 7,000

More than 1 year 0 0 0 0

Less than 1 year 0 7,000 0 7,000

(1) The equity accounted investees for whom the share in the net assets is negative, are allocated to other components of the investor’s interest in the equity

accounted investee (i.e. primarily deducted from receivables) if such components exists. In case the negative net asset exceeds the investor’s interest, a

corresponding liability is recognized only to the extent that the Group has a legal or constructive obligation. In total, an amount of USD 2.0 million was netted

in respect of negative net assets at year-end 2021.

(2) During 2022, EXMAR granted a new loan to Solaia Shipping LLC, which at that time was still an equity accounted investee. Upon obtaining 100% of the shares

and control of this entity (see Note 5 Other share deals), this intra group loan is eliminated.

The activities and assets of certain of our equity accounted investees are ﬁnanced through shareholder borrowings

made by the Company to the respective equity accounted investees. Such long term borrowings granted are in

substance part of the net investment in an associate or joint venture and any expected credit losses are accounted

for before allocating negative net assets. During 2022, EXMAR recorded an impairment charge of USD 4.3 million

(2021: none) and did not allocate any negative net assets, while in 2021 USD 0.6 million was deducted from the bor-

rowings given to equity accounted investees. The balances mentioned below represent the outstanding balances

including netting of negative net assets.

EXMAR LPG (Shipping segment) USD 0 million (2021: USD 32.3 million)

Both shareholders have granted shareholder loans to EXMAR LPG in 2013. Full repayment occurred in 2022. The

applicable interest rate on these loans amounted to three-month LIBOR plus 0.5%.

Electra Offshore Ltd (Infrastructure segment) USD 7.0 million (2021: USD 7.9 million)

EXMAR Netherlands BV has granted a loan to Electra Offshore Ltd in 2016. The loan is repaid based on availability

of cash and accumulates interest. The interest rate applicable on the loan is a ﬁxed percentage of 12.0%. During

2022, the accrued interests were added to the outstanding loan balance and collectability was re-assessed. The

balance has been reduced to its expected recoverable amount, which is the fair value of the pledge on the under-

lying asset. We also refer to Note 32 Financial risks and ﬁnancial instruments.

148 5. Financial report

NOTE 20 - TAX ASSETS AND LIABILITIES

Current tax assets and liabilities

(In thousands of USD)

December 31

2022 2021

Current tax assets 1,185 1,003

Current tax liabilities 2,873 1,309

Deferred tax assets and liabilities

December 31, 2022 December 31, 2021

(In thousands of USD) Assets Liabilities Assets Liabilities

Other tangible assets 0 2,618 0 0

Provisions 0 0 0 84

Employee beneﬁts 566 0 704 0

Financial instruments 0 143 0 230

Tax losses 1,071 0 0 0

Other 0 221 0 65

Deferred tax assets / liabilities 1,637 2,982 704 379

Set off of tax assets/ liabilities 0 0 -379 0

Tax assets not recognised -566 0 -325 0

Deferred tax assets and liabilities

recognized

1,071 2,982 0 0

Deductible temporary differences 566 325

Unused tax losses and investment tax

credits

62,596 65,069

Deferred tax assets/ liabilities not

recognised

63,162 0 65,394 0

The recognition of deferred taxed increased in 2022 as a result of the fair value adjustments recorded in relation to

the 100% acquisition of Bexco NV (see Note 5 Business combinations).

Our equity accounted investees have limited temporary differences. Deferred tax assets on tax losses at our joint

ventures and equity accounted investees amounted to USD 0.9 million end 2022 (2021: USD 0.7 million) for their

share, but have not been recognized. Amounts have not been included in the above overview.

Tax assets are not recognised if it is not probable that future taxable proﬁts will be available against which the

group can use the beneﬁts therefrom or because the future taxable proﬁts cannot be measured on a reliable basis.

The majority of the tax losses and investment tax credits do not expire in time.

NOTE 21 - ASSETS HELD FOR SALE

(In thousands of USD)

Assets held

for sale

Balance as per January 1, 2021 10,000

Changes during the ﬁnancial year

Impairment reversal 2,500

Balance as per December 31, 2021 12,500

Balance as per January 1, 2022 12,500

Changes during the ﬁnancial year

Disposals -12,500

Balance as per December 31, 2022 0

End March 2022, EXMAR sold its aircraft, which was classiﬁed as held for sale.

5. Financial report 149

NOTE 22 - OTHER INVESTMENTS

(In thousands of USD) 2022 2021

Unquoted shares 795 911

Quoted shares 1,054 938

Equity securities - FVTPL 1,849 1,849

The unquoted shares include 149 shares of Sibelco, acquired during 2014.

The quoted shares include 116,338 shares of Frontera Energy Corporation quoted at CAD 12.27 on December 31,

2022 (December 31, 2021: CAD 10.24).

NOTE 23 - INVENTORIES

As a result of the acquisition of Bexco NV, a manufacturer of precision-engineered synthetic mooring, towing and

lifting ropes for offshore, marine and industrial applications in 2022 (see Note 5 Business combinations and other

share deals), the Group holds inventories, which can be detailed as follows:

(In thousands of USD) 2022 2021

Raw materials and supplies 3,346 0

Work in progress 3,699 0

Goods purchased for resale 139 0

Advance payments 561 0

Finished goods 1,472 0

Inventories 9,217 0

NOTE 24 - TRADE AND OTHER RECEIVABLES

(In thousands of USD) 2022 2021

Trade receivables (including contract assets) 47,087 46,826

Cash guarantees 175 199

Other receivables 14,539 3,047

Deferred charges and accrued income 5,289 5,081

Trade and other receivables 67,089 55,154

Of which ﬁnancial assets (Note 32) 59,778 48,534

Although EXMAR received the ﬁnal YPF settlement fees of USD 24.4 million (out of a total of USD 149.1 million) in

accordance with the agreed payment schedules in 2022, trade receivables remained comparable to 2021 due to

Bexco entering into scope (impact of USD 7.8 million, see also Note 5 Business combinations and other share deals)

and new receivables resulting from the charter and/or service agreements with Gasunie (EEMSHAVEN LNG) and

Eni (TANGO FLNG and EXCALIBUR).

The increase in other receivables during 2022 can be explained by a USD 2.5 million premium refund related to the

repayment of the Bank of China loan (see Note 12 Finance income/expenses) and higher advances paid to suppliers

(mainly at the Infrastructure segment and related to the Eni project).

The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables

is disclosed in Note 32 Financial risks and ﬁnancial instruments. In addition to the impairment losses recorded on

related parties (see Note 18), an impairment loss of USD 2.3 million was recorded, versus USD 1.1 million in 2021.

Deferred charges comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances,

commissions, bunkers, prepaid credit facility costs. Accrued income comprises un-invoiced revenue related to the

current accounting period such as interests.

150 5. Financial report

NOTE 25 - RESTRICTED CASH AND CASH AND CASH EQUIVALENTS

(In thousands of USD) 2022 2021

Restricted cash 0 76,121

Bank 51,320 70,834

Cash in hand 17 73

Short-term deposits 468,216 222

Net cash and cash equivalents 519,553 71,130

In 2021, the restricted cash relates to the credit facility with the Bank of China for the TANGO FLNG that was re-

leased in 2022 upon the early repayment of the loan (see Note 4 Divestitures).

In the third quarter of 2022, the cash position increased signiﬁcantly due to the receipt of USD 646.7 million proceeds

of the sale of Export LNG Ltd. to Eni (see also Note 4 Divestitures). After payment of the intermediary dividend (Note

26 Share capital and reserves), the acquisition of the shares of Bexco NV and Solaia Shipping LLC (Note 5 Business

combinations and other share deals), EXMAR has placed USD 468.2 million on short-term deposit accounts. We

refer to the consolidated statement of cash ﬂows for a detailed analysis of the cash movements.

NOTE 26 - SHARE CAPITAL AND RESERVES

Share capital and share premium

Number of ordinary shares 2022 2021

Issued shares as per January 1 59,500,000 59,500,000

Issued shares as per December 31 - paid in full 59,500,000 59,500,000

The issued shares have no nominal value. The holders of ordinary shares are entitled to dividends and are entitled

to one vote per share during the General Meeting of Shareholders of the Company.

As authorized by the Extraordinary General Meeting held on September 11, 2020, the Board of Directors of EXMAR

may, for a period of ﬁve years expiring in September 2025, within certain legal limits and conditions, increase the

capital of EXMAR NV by a maximum amount of USD 12.0 million.

Dividends

With respect to ﬁnancial year 2022, the Board of Directors proposes a gross dividend of EUR 1.00 per share to be

paid to owners of ordinary shares. This dividend is subject to approval by the General Meeting of Shareholders of

May 16, 2023 and has therefore not been included as a liability in EXMAR’s consolidated ﬁnancial statements pre

pared under IFRS. The ﬁnancial year 2022 dividend, based on the number of shares issued, is EUR 59.5 million or a

total gross dividend of USD 63.5 million.

On November 2, 2022 a Special General Meeting of Shareholders approved a gross intermediary dividend of EUR

0.95 per share or a total gross dividend of EUR 56.5 million or USD 56.0 million.

On May 2022, the General Meeting of Shareholders approved a gross dividend of EUR 0.08 per share or a total

gross dividend of EUR 4.8 million or USD 5.2 million.

In May 2021, the General Meeting of Shareholders approved a gross dividend of EUR 0.15 per share or a total gross

dividend of EUR 17.9 million or USD 21.9 million.

Treasury shares

The reserve for treasury shares comprises the cost of the Company’s shares held by the Group.

2022 2021

Number of treasury shares held as of December 31 2,273,263 2,273,263

Book value of treasury shares held (in thousands USD) 44,349 44,349

Average cost price per share (in EUR) - historical value 14.1507 14.1507

5. Financial report 151

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the ﬁnancial state-

ments of Group’s subsidiaries which have a functional currency different than the USD reporting currency and the

direct recognition of the translation of the net intra group investment in a foreign operation (expressed in Argentin-

ian peso) which is going forward recorded in Other comprehensive income. The balance in the translation reserve

is mainly impacted by the appreciation or depreciation of the EUR to the USD.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash ﬂow

hedging instruments related to the hedged transactions that have not yet occurred.

In certain of our equity accounted investees, interest rate swaps (IRS) contracts have been closed to cover their

exposure on variable interest rates.

NOTE 27 - EARNINGS PER SHARE

2022 2021

Result for the period, attributable to owners of the Company (in USD) 320,317,483 11,599,651

Issued ordinary shares as per December 31 59,500,000 59,500,000

Effect of treasury shares -2,273,263 -2,273,263

Weighted average number of ordinary shares as per December 31 57,226,737 57,226,737

Basic earnings per share in USD 5.60 0.20

2022 2021

Result for the period, attributable to owners of the Company (in USD) 320,317,483 11,599,651

Weighted average number of ordinary shares as per December 31 57,226,737 57,226,737

Dilution effect of share based compensation 0 0

Weighted average number of ordinary shares including options 57,226,737 57,226,737

Diluted earnings per share in USD 5.60 0.20

As option plans 9 and 10 are anti-dilutive as per December 31, 2022 and 2021 they are not included in the calcu

lation of the diluted earnings per share.

152 5. Financial report

NOTE 28 – BORROWINGS

(In thousands of USD) Bank loans Other loans

Lease

liabilities

ROU assets

Total

As of 1 January 2021 214,304 123,642 3,673 341,619

New loans and borrowings 144,000 0 2,990 146,990

Repayments -39,616 -22,916 -1,554 -64,086

Loan forgiveness 0 -29 0 -29

Amortized transaction costs 1,981 693 0 2,674

Exchange differences -114 -2,352 -344 -2,810

Accrued interest payable -831 -55 0 -886

Contract re-measurement/ contract modiﬁcation (1) 0 0 1,340 1,340

As of 31 December 2021 319,724 98,983 6,105 424,812

More than 1 year 281,413 27,659 4,745 313,816

Less than 1 year 38,311 71,324 1,360 110,995

As of 31 December 2021 319,724 98,983 6,105 424,812

Shipping segment 190,456 26,467 769 217,691

Infrastructure segment 129,265 72,517 3,013 204,795

Supporting services segment 3 0 2,323 2,326

As of 31 December 2021 319,724 98,983 6,105 424,812

As of 1 January 2022 319,724 98,983 6,105 424,812

New loans 0 50,014 766 50,780

Increase through business combinations 15,319 0 4,864 20,184

Repayments -163,700 -116,119 -1,476 -281,294

Transfers 7,551 -8,710 0 -1,160

Loan forgiveness 0 -1,193 0 -1,193

Amortized transaction costs 5,877 1,627 0 7,504

Exchange differences 8 -4,791 -157 -4,940

Accrued interest payable -1,387 -619 0 -2,006

Contract re-measurement/ contract modiﬁcation (1) 5,498 0 162 5,660

As of 31 December 2022 188,891 19,192 10,264 218,347

More than 1 year 139,522 19,177 8,849 167,548

Less than 1 year 49,369 16 1,415 50,800

As of 31 December 2022 188,891 19,192 10,264 218,347

Shipping segment 178,090 19,178 664 197,932

Infrastructure segment 10,005 0 2,486 12,491

Supporting services segment 796 15 7,114 7,925

As of 31 December 2022 188,891 19,192 10,264 218,347

(1) During 2022, the bank loans increased by USD 5.5 million, representing the effective interest rate correction on the pressurized ﬂeet following the exercise of

the early buy-out-option (see also Note 12 Finance income/expense).

5. Financial report 153

Bank loans

The bank loans mainly relate to:

FLANDERS INNOVATION & FLANDERS PIONEER – USD 135.5 million (2021: 140.9 million)

In 2021, the Group obtained USD 144.0 million ﬁnancing for the two new VLGC’s: FLANDERS INNOVATION starting

in June 2021 (USD 72.0 million) and FLANDERS PIONEER starting in September 2021 (also USD 72.0 million) and

maturing in ﬁfteen years. The weighted average interest rate implicit in these loans amounts to 5.62%. EXMAR NV

has guaranteed the underlying obligations.

LPG pressurized facilities - USD 42.6 million (2021: USD 43.9 million)

In the last quarter of 2018 and in April 2019, EXMAR reﬁnanced respectively six and four of its LPG pressurized ﬂeet

vessels through a JOLCO (Japanese Operating Lease with Call Option) structure. The loans are repayable in quarterly

tranches and the applicable interest percentage amounts to three-month LIBOR plus 2.4%. The last repayment is

foreseen in December 2025. The equity part of the JOLCO ﬁnancing was presented in “Other Loans” (see below).

End 2022, Exmar has exercised the early buy-out option of 3 vessels, with payment planned in 2023 and conse-

quently management has (i) updated the effective interest calculation (impact of USD 5.5 million), (ii) transferred

the related outstanding equity part of these vessels to “bank loans” (USD 7.6 million) and presented the expected

payable amount as short-term (USD 25.9 million).

All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”).

TANGO FLNG facility - USD 0 million (2021: USD 129.3 million)

End of June 2017, Export LNG Limited (a 100% subsidiary of EXMAR NV) signed a ﬁnancing agreement of USD

200.0 million with the Bank of China (BoC), Deutsche Bank and Sinosure for the ﬁnancing of the TANGO FLNG. The

agreement with BoC provided a repayment period of twelve years and the loan had an interest at a rate of six-month

LIBOR plus 3.0% (until end June 2021) and 2.2% as from July 2021 and was guaranteed by EXMAR NV (“guarantor”).

On August 5, 2022 EXMAR entered into a share purchase agreement to sell the shares of Export LNG Ltd, to Eni

free of debt. As of August 17, 2022, the Group repaid the borrowing towards BoC and the restricted cash balance

was released (see Note 25) and on August 26, 2022 the transaction was closed.

Aircraft held for sale - USD 0 million (2021: USD 5.6 million)

Following the sale of the aircraft in March 2022 (see also Note 14 Assets and liabilities held for sale), the related

loan was repaid.

Additional loans acquired through business combinations – USD 10.8 million

As a consequence of the acquisition of the 50% share of Solaia Shipping LLC from the joint venture partner SEA-

PEAK (see Note 5 Business combinations and other share deals) in September 2022, EXMAR has acquired a USD

12.5 million loan. The amended syndicated bank loan dates from December 2021 and bears an interest of LIBOR

plus a margin of 2.5% and is repayable in quarterly installments by end 2023. In the fourth quarter of 2022, Solaia

repaid USD 2.5 million.

On November 1,2022 EXMAR obtained full control over Bexco NV (see also Note 5 Business combinations and

other share deals) and acquired loans of EUR 2.7 million or USD 2.8 million, of which EUR 1.9 million short term

straight loans. End 2022, the company repaid USD 2.0 million and has an outstanding balance of USD 0.8 million.

Other loans

NOK 650.0 million bond - USD 0 million (2021: USD 71.3 million)

In the ﬁrst quarter of 2022, EXMAR repurchased a nominal amount of NOK 113.0 million or USD 12.7 million of the

senior unsecured bond issued by EXMAR Netherlands BV and repaid the remaining balance of NOK 513.0 million

(or USD 53.4 million) upon maturity end May 2022. The bonds had a coupon of three-month NIBOR plus 8.75%.

The NOK/USD exposure was covered by forward contracts: NOK 240 million forwards were purchased in 2021 and

an additional amount of NOK 285.4 million (also covering interest repayment) was contracted early 2022 for a total

value of USD 57.4 million.

End 2021, this resulted in a fair value gain of USD 0.9 million, however in 2022 a loss of USD 2.6 million was realized

on the settlement of these forwards, but was offset by the realized foreign currency gain upon repayment of the

bond (see also Note 12 Finance income/expenses and Note 32 Financial risks and ﬁnancial instruments).

Sequoia facility agreement – USD 0 million (2021: USD 0 million)

On November 11, 2021, EXMAR signed a three-year facility agreement of up to USD 50.0 million with Sequoia Eco-

nomic Infrastructure Income Fund (SEQI) with an applicable interest rate of LIBOR plus a margin between 7.0% and

8.75%, depending on net leverage. The facility was not used in 2021, but was drawn upon in May 2022 to repay the

NOK 650 million bond (see above). The sale of 100% of the shares of Export LNG, owning company of TANGO FLNG

(see also above); triggered a repayment and termination of this credit facility, which occurred on August 29, 2022.

164 5. Financial report

Pressurized fleet - USD 19.2 million (2021: USD 26.5 million)

The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option)

financing. As mentioned above, EXMAR has exercised the early buy-out option for three vessels and transferred

the related debt portion (USD 7.6 million) to short-term bank loans. At year-end 2022, the outstanding balance

amounts to USD 19.2 million.

Management assumes to exercise the purchase options of the seven other vessels before or at the end of the lease,

which will then result in an additional cash out of USD 9.3 million.

Available credit facilities

In May 2020, EXMAR obtained a revolving credit facility of EUR 18.0 million from Belgian financial institutions with

maturity date February 1, 2022 at an interest rate of EURIBOR three-month plus 2.0% margin. This facility was

extended until June 2024 and can be increased up to USD 30.0 million. EXMAR did not draw upon this facility per

end 2021 and 2022.

Other information

On December 16, 2022 EXMAR Shipping BV, a major equity accounted investee, signed a senior sustainability linked

facility with a consortium of banks in the amount of USD 450.0 million, comprising a revolving credit facility of USD

310.0 million and a term loan facility of USD 140.0 million.

The facility served the purpose of refinancing the existing revolving facility of USD 310.0 million, maturing at the end

of 2023, and to refinance the Japanese lease liabilities. The loan matures 5 years after signing date. As of December

31, 2022, EXMAR Shipping BV had drawn USD 280.0 million of the revolving credit facility and USD 70.0 million of

the term loan. We also refer to Note 39 Subsequent events.

In general, the borrowings held by EXMAR and its equity accounted investees are secured by a mortgage on the

underlying assets owned by EXMAR and its equity accounted investees. Furthermore, different pledges and other

types of guarantees exist to secure the borrowings. In addition, dividend restrictions are included as a special

covenant in the terms of the bond. EXMAR shall not declare or make any dividend payment or distribution, whether

in cash or in kind, that in aggregate exceed 50% of the consolidated net profit after tax (proportionate consolidation)

based on the audited consolidated financial statements for the previous financial year. EXMAR has pledged financial

assets as collateral for liabilities.

Covenants

Different debt covenants exist that require compliance with certain financial ratio’s. These ratios are calculated semi-

annually based on EXMAR’s consolidated figures in which equity accounted investees are not accounted for under

IFRS 11 but still on a proportionate basis (similar to accounting policies used for segment reporting purposes). We

refer to the table below for an overview of the applicable covenants.

APPLICABLE COVENANTS

Ratio

Pressurized

facility

Credit

facilities (1)

Other (2)

Actual

December 31,

2022 (3)

Actual

December 31,

2021 (3)

Minimum Book equity

≥ USD 300

million

≥ USD 300

million

≥ $300m + 50%

of net positive

income

USD 796.4

million

USD 536.5

million

Minimum free cash

≥ USD 25

million

≥ USD 20

million

≥ USD 40

million

USD 547.4

million

USD 107.1

million

Equity ratio (Equity/Total assets) ≥ 25% NA NA 59.10% 45.39%

Net Interest-Bearing Debt or NIBD/

equity (4)

NA NA NA NA 0.97

Interest Coverage ratio (4) NA NA NA NA 4.72

Working capital min positive min positive min positive

USD 570.1

million

USD 146.1

million

Net financial indebtedness ratio NA < 70% NA -14.04% 49.56%

Outstanding loan amount (in thousands

of USD)

61,752 - 10,000

(1) In 2022, relates to the EUR credit facility, while 2021 also included the Sequoia USD facility.

(2) Other includes the financing of the EXCALIBUR and furthermore also loan amounts which are included in the proportionate consolidation but not in the equity

consolidation for which covenants are calculated based on EXMAR Group data and consequently the outstanding balance for this covenant is not included in

the outstanding loan amount above. The outstanding loan amount for this covenant in our proportionate consolidation amounts to USD 0 million in 2022 and

USD 8.8 million in 2021.

(3) The actual amounts presented are based on the most restrictive definitions.

(4) These ratios are no longer applicable in 2022 as they related to the TANGO FNLG facility, the NOK bond and Sequoia credit facility, which were repaid/

terminated during 2022 (see above).

Explanation of the major definitions applied in the covenant calculations:

•

Free cash: cash in hand (excluding pledged or blocked cash), time deposits and, in certain covenants, including

undrawn credit facilities with minimum six months to maturity;

• Interest coverage ratio: EBITDA divided by net interest expense of the financial period;

1655. Financial report

•

Book equity: equity excluding treasury shares and the effect of any impairment of intangible assets and the effect

of fair value changes of any financial derivative;

•

Net interest-bearing debt: consolidated interest-bearing financial indebtness less free cash (and in one covenant

also less restricted cash used as debt collateral)

•

Net interest expense interest cost (and including banking fees in certain covenants) of the Group’s interest-

bearing debt less interest income of the Group including dividend received from financial assets held for sale;

• Working capital: current assets less current liabilities.

As of December 31, 2022 EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously

monitoring compliance with all applicable covenants in order to meet all covenants per June 2023 and December

2023.

In case of non-compliance with these covenants, early repayment of related borrowings might be required and

should therefore be accounted for as short term debt.

Following steps are to be taken in accordance with applicable agreements if a breach of covenants would occur:

• Each borrower shall notify the Facility Agent of any Defaults (and the steps, if any, taken to remedy it) promptly

upon becoming aware of its occurrence.

•

Promptly, upon the request by the Facility Agent, the Borrower shall supply a certificate signed by two of its direc-

tors certifying that no Default is continuing, specifying the Default and the steps, if any, being taken to remedy it.

NOTE 29 - SHARE BASED PAYMENTS

The Group established a share option plan program that entitles certain employees to register for a number of

shares. The share options are only exercisable after a period of three years and for employees still in service after

this three year period. Each share option entitles the holder of the option to one EXMAR share.

The fair value of services received in return for share options granted are measured by reference to the exercise price

of the granted share options. The estimated fair value of the services received is measured based on a binomial

lattice model. The contractual life of the option is used as an input into this model.

Grant date fair value of share option and assumptions at inception Plan 10

Number of options outstanding at year-end 321,250

Fair value at grant date (in EUR) 3.21

Share price at grant date (in EUR) 9.62

Exercise price at inception (in EUR) 9.62

Expected volatility (1) 40.70%

Option life at inception 8 years

Maturity date 2023

Expected dividends 0.3 eur/y

Risk-free interest rate 0.53%

(1) The expected volatility is based on the historical volatility (calculated based on the weighted average remaining life of the share options), adjusted for any

expected changes to future volatility due to publicly available information.

Plan 9 matured at the end of 2022 and the remaining 328,600 options forfeited. During 2022 and 2021 no options

were exercised, nor were any new plans granted.

2022 2021

Reconciliation of outstanding share options

Number of

options

Weighted

average

exercise price

Number of

options

Weighted

average

exercise price

Outstanding share options at 1 January 651,850 10.08 1,060,850 10.25

New options granted 0 0.00 0 0.00

Changes during the year

Options exercised 0 0.00 0 0.00

Options forfeited -330,600 10.53 -409,000 10.52

Outstanding share options at 31 December 321,250 9.62 651,850 10.08

Exercisable share options at 31 December 321,250 9.62 651,850 10.08

All remaining outstanding options at the end of December 2022 will expire in 2023.

All plans have been fully expensed since 2018.

156 5. Financial report

NOTE 30 - EMPLOYEE BENEFITS

Deﬁned beneﬁt plan and similar liabilities

The Group provides pension beneﬁts for most of its employees, either directly or through a contribution to an in-

dependent fund. The pension beneﬁts for management staff employed before January 1, 2008 are provided under

a deﬁned beneﬁt plan. This plan is organized as a ﬁnal pay program.

For the management, employed as from January 1, 2008, and employees promoted to management as from January

1, 2008 and the management staff who reached the age of 60, the pension beneﬁts are provided under a deﬁned

contribution plan. Belgian deﬁned contribution plans are subject to the Law of April 28, 2003 on supplementary

pensions (WAP). According to article 24 of this law, the employer has to guarantee a ﬁxed minimum return of 3.25%

on employer contributions and of 3.75% on employee contributions and this for contributions paid until December

31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both em-

ployer and employee contributions (as changed by the Law of December 18, 2015).

This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the

employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relat-

ing to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet

the deﬁnition of deﬁned contribution plan under IFRS and have to be classiﬁed by default as deﬁned beneﬁt plans.

An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.

Employee beneﬁts

(In thousands of USD) 2022 2021 2020 2019 2018 2017

DEFINED BENEFIT PLANS

Present value of funded obligations -7,523 -9,631 -10,969 -11,535 -11,697 -12,072

Fair value of the deﬁned plan assets 6,601 9,017 9,408 8,839 7,626 7,361

Present value of net obligations -922 -614 -1,561 -2,696 -4,072 -4,711

BELGIAN DEFINED CONTRIBUTION PLAN

WITH GUARANTEED RETURN

Present value of funded obligations -5,690 -8,102 -9,559 -5,340 -4,703 -3,313

Fair value of the deﬁned plan assets 5,571 7,986 9,405 6,438 4,609 3,198

Present value of net (obligations) assets -119 -116 -154 1,099 -94 -115

Total employee beneﬁts -1,041 -730 -1,715 -1,597 -4,166 -4,826

1675. Financial report

Defined benefit plan

(In thousands of USD) 2022 2021

CHANGES IN LIABILITIES DURING THE PERIOD (1)

Liability as per 1 January 17,733 20,528

Distributions -979 -1,623

Actual employee's contributions 190 195

Interest expense 147 76

Current service cost 515 719

Actual taxes on contributions paid (excluding interest) -116 -128

Actuarial gains/losses -3,207 -513

Exchange differences -1,070 -1,521

Liability as per 31 December 13,213 17,733

CHANGES OF FAIR VALUE OF PLAN ASSETS (1)

Plan assets as per 1 January 17,003 18,813

Contributions 1,124 1,232

Distributions -979 -1,623

Interest income 146 74

Actual taxes on contributions paid (excluding interest) -116 -128

Actual administration costs -61 -68

Actuarial gain/loss -3,913 134

Exchange differences -1,032 -1,431

Plan assets as per 31 December (2) 12,172 17,003

Net defined liability as per 31 December 1,041 730

(1) The changes in pension liabilities and plan assets include both the defined benefit plans as the Belgian defined contribution plans which qualify as a defined

benefit plan.

(2) The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR.

(In thousands of USD) 2022 2021

EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS

Current service expenses -515 -719

Interest expense -147 -76

Expected return on plan assets 146 74

Administration cost -61 -68

Total pension cost recognised in the income statement (see note 11) -577 -789

EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME

Recognition of actuarial gains and losses -706 647

Total pension cost recognised in other comprehensive income -706 647

158 5. Financial report

NOTE 31 - TRADE AND OTHER PAYABLES

(In thousands of USD) 2022 2021

Trade payables 35,366 22,990

Other payables 29,100 7,749

Deferred income 11,076 6,501

Trade and other payables 75,542 37,241

Of which ﬁnancial liabilities (Note 32) 62,730 30,739

Trade payables increased in 2022 due to Bexco NV and Solaia Shipping LLC entering into the consolidation scope

(see Note 5 Business combinations and other share deals) and higher Infrastructure activities related to the EEM-

SHAVEN LNG and TANGO FLNG.

Other payables mainly contain advances received, VAT and payroll payables and increased during 2022 as a result

of the inclusion of Bexco and advances received in relation to the Congo project with Eni.

Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire,...

The expected employer contributions to be paid for the next ﬁnancial year amount to:

(In thousands of USD) 2022 2021

Best estimate of contributions expected to be paid during next year 1,093 1,142

The actuarial assumptions and average duration of the plans are detailed below:

(In weighted averages) 2022 2021

MOST SIGNIFICANT ASSUMPTIONS

Discount rate at 31 December 3.75% 0.70%

Expected return on assets at 31 December 3.75% 0.70%

Inﬂation 2.20% 1.90%

Duration of deﬁned beneﬁt plans (in years) 8 9

Duration of the Belgian deﬁned contribution plans (in years) 14 18

The plan assets are composed as follows:

(In thousands of USD) 2022 2021

Shares 5.0% 4.0%

Bonds & loans 88.0% 89.0%

Property investments 7.0% 6.0%

Cash 0.0% 1.0%

NOTE 32 - FINANCIAL RISKS AND FINANCIAL INSTRUMENTS

During the normal course of its business, EXMAR is exposed to various risks as described in more detail in the Cor-

porate Governance Statement. EXMAR is exposed to credit, interest, currency and liquidity risks and in order to

hedge this exposure, EXMAR uses different ﬁnancial instruments, mainly interest rate hedges situated within our

equity accounted investees as well ais foreign currency forward contracts.

EXMAR applies hedge accounting for all hedging relations which meet the conditions to apply hedge accounting

(formal documentation and high effectiveness at inception and on an ongoing basis). Financial instruments are rec-

ognised initially at fair value. Subsequent to initial recognition, the effective portion of changes in fair value of the

ﬁnancial instruments qualifying for hedge accounting (i.e. cash ﬂow hedges), is recognised in other comprehensive

income. Any ineffective portion of changes in fair value and changes in fair value of ﬁnancial instruments not qual-

ifying for hedge accounting are recognised immediately in proﬁt or loss.

5. Financial report 159

Fair value & fair value hierarchy

The following table shows ﬁnancial assets and ﬁnancial liabilities measured at fair value, including their level in the

fair value hierarchy.

(In thousands of USD)

December 31, 2022

Level 1 Level 2 Level 3 Total

Derivative ﬁnancial asset 0 573 0 573

Equity securities - FVTPL 1,054 795 0 1,849

Total ﬁnancial assets carried at fair value 1,054 1,368 0 2,422

Total ﬁnancial liabilities carried at fair value 0 0 0 0

(In thousands of USD)

December 31, 2021

Level 1 Level 2 Level 3 Total

Derivative ﬁnancial asset 0 920 0 920

Equity securities - FVTPL 938 911 0 1,849

Total ﬁnancial assets carried at fair value 938 1,831 0 2,769

Total ﬁnancial liabilities carried at fair value 0 0 0 0

Financial instruments other than those listed above are all measured at amortized cost.

Credit risk

Credit risk policy

The Group is exposed to credit risk from its operating activities (primarily trade and other receivables and trans-

actions with equity accounted investees) and from its ﬁnancing activities, including deposits with banks, foreign

exchange transactions and other ﬁnancial instruments.

Credit risk is monitored closely and by each segment on an ongoing basis by the Group and creditworthiness con-

trols are carried out if deemed necessary.

The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that

own or operate an LPG vessel or Offshore platform. As all vessels are operational and generate income or are

pledged as a security for the underlying borrowing, we do not anticipate any recoverability issues for the outstand-

ing borrowings (after impairment) to equity accounted investees. The equity accounted investees for whom the

share in the net assets is negative, are allocated to other components (mainly deducted from receivables) of the

investor’s interest in the equity accounted investee and if the negative net asset exceeds the investor’s interest, a

corresponding liability is recognized to the extent that the Group has a legal or constructive obligation. The terms

of the shareholder loans are discussed in Note 19 Borrowings to equity accounted investees of this annual report.

The Group only engages with banks with a good credit rating. The Group monitors and manages exposures to

banks with approved counterparty credit limits and credit risk parameters in order to mitigate the risk of default.

Exposure to risk

(In thousands of USD) 2022 2021

Borrowings to equity accounted investees 7,000 40,167

Derivative ﬁnancial assets 573 920

Other investments - equity instruments at FVTPL 1,849 1,849

Trade and other receivables (see Note 24) 59,778 48,534

Restricted cash 0 76,121

Cash and cash equivalents 519,553 71,130

Carrying amount of ﬁnancial assets 588,753 238,721

The carrying amounts of the ﬁnancial assets represent the maximum credit exposure.

Impairment losses

As past due outstanding receivable balances are immaterial, no ageing analysis is disclosed.

At year-end 2022, we recorded impairment charges for borrowings to and trade receivable balances from equity

accounted investees for a total amount of USD 11.2 million and USD 2.3 million impairment charges on other (non-

trade) third party receivable balances.

160 5. Financial report

Interest risk

Interest risk policy

The interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk,

the Group makes use of interest hedging instruments available on the market when management is of the opin-

ion that it is favorable to do so. For the moment, no interest rate swaps exist within our subsidiaries. On the other

hand, different interest rate swaps exist within our equity accounted investees. The Group applies hedge account

ing when the conditions to apply hedge accounting are met. In case no hedge accounting is applied, the changes

in fair value are recorded in the statement of proﬁt or loss.

Exposure to risk

(In thousands of USD) 2022 2021

Total borrowings (excluding lease liabilities) 208,083 418,707

with ﬁxed interest rate 154,669 173,079

with variable interest rate 53,414 245,628

Net exposure 53,414 245,628

The amount of variable interest rate borrowings decreased signiﬁcantly during 2022 as a result of the repayment of

the NOK unsecured bond and the Bank of China credit facility (see Note 28 Borrowings), with outstanding balances

of USD 71.3 million and USD 129.3 million respectively at year-end 2021.

Sensitivity analysis

In case the interest rate would increase/decrease with 50 basis points, the ﬁnancial statements would be impacted

with the following amounts (assuming that all other variables remain unchanged):

(In thousands of USD) 2022 2021

+ 50 bp - 50 bp + 50 bp - 50 bp

Variable interest rate borrowings 267 -267 1,228 -1,228

Interest rate swaps and cross-currency rate swaps 0 0 0 0

Sensitivity (net), of which 267 -267 1,228 -1,228

Impact in proﬁt and loss 267 -267 1,228 -1,228

Impact in equity 0 0 0 0

A signiﬁcant portion of EXMAR’s interest income is derived from borrowings to equity accounted investees with

variable interest rates. Any increase/decrease in the interest rate would result in an increase/decrease of interest

income but would mainly be offset by an increase/ decrease in the interest expense recognized by the equity ac-

counted investee for a corresponding amount. Accordingly, any increase/decrease in the variable interest rate applied

on the borrowings to equity accounted investees would have no impact on the net result of the Group. Therefore,

borrowings to equity accounted investees have not been included in the above sensitivity analysis.

5. Financial report 161

Currency risk

The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its ﬂeet, paying salaries

and all other personnel related expenses and since November 2022 also for the Bexco activities (see Note 5 Busi

ness combinations and other share transactions), which are expressed in EUR. In order to monitor the currency risk,

the Group uses a range of foreign currency rate hedging instruments and forward contracts if deemed necessary.

At year-end 2022, EXMAR purchased USD 13.8 million forwards, which resulted in a fair value gain of USD 1.1 million.

As per December 31, 2021, no ﬁnancial instrument contracts were outstanding to cover the EUR/USD.

At year-end 2022, EXMAR had also purchased EUR 75.6 million daily swaps for USD 80.6 million.

In prior years and until maturity of the unsecured NOK 650.0 million in May 2022, the group also closely monitored

the NOK/USD evolution and purchased forward contracts to cover the risk. End 2021, EXMAR purchased NOK 240.0

million forwards for USD 26.3 million, which resulted in a fair value gain of USD 0.9 million, however in 2022 a loss of

USD 2.6 million was realized on the settlement of these forwards, but was offset by the realized foreign exchange

gain upon repayment of the bond (see Note 12 Finance income/expenses and Note 28 Borrowings).

Exposure to risk

Exposure to currency risk, based on notional amounts in thousands of foreign currency:

(In thousands of local

currency)

2022 2021

EUR NOK XAF ARS EUR NOK SGD ARS

Receivables 12,435 1,899 434,754 225,083 5,845 55 27 199,458

Payables -16,083 0 -12,801 -37,564 -10,453 -7,636 -106 -30,640

Interest-bearing loans 0 0 0 0 0 -625,391 0 0

Balance sheet

exposure

-3,648 1,899 421,953 187,519 -4,608 -632,972 -79 168,818

Forward contracts 240,000

Net exposure -3,648 1,899 421,953 187,519 -4,608 -392,972 -79 168,818

In thousands of USD -3,891 193 686 1,059 -5,219 -44,558 -59 1,643

The above overview reﬂects the exposure for the top-4 currency risks. As the XAF (Central African CFA Franc) became

more important in 2022 than the SGD (Singapore Dollar) we have included the XAF for 2022 instead of the SGD.

Sensitivity analysis

As per December 31, 2022 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of proﬁt

or loss with USD -0.4 million (2021: USD -0.5 million). A 10.0% decrease of the EUR/USD rate would impact the proﬁt

or loss statement with the same amount (opposite sign).

As per December 31, 2022 an increase in the year-end NOK/USD rate of 10% would affect the statement of proﬁt

or loss with USD -0.02 million (2021: USD -4.5 million). A 10.0% decrease of the NOK/ USD rate would impact the

proﬁt or loss statement with the same amount (opposite sign).

162 5. Financial report

Liquidity risk

Liquidity risk policy

The Group manages the liquidity risk in order to meet ﬁnancial obligations as they fall due. The risk is managed

through a continuous cash ﬂow projection follow-up, monitoring balance sheet liquidity ratio’s against internal

and regulatory requirements and maintaining a diverse range of funding sources with adequate back-up facilities.

Different debt covenants exist that require compliance with certain ﬁnancial ratio’s. As of December 31, 2022, EX

MAR was compliant with all covenants. We also refer in this respect to Note 28 Borrowings.

Maturity analysis of ﬁnancial liabilities, borrowings to equity accounted investees and ﬁnancial

guarantees

Our current ﬁnancial liabilities such as trade and other payables are expected to be paid within the next twelve

months and are therefore not included in below tables. The contractual maturities of our ﬁnancial liabilities and our

borrowings to equity accounted investees, including estimated interest payments, are detailed in the tables below.

The contractual maturities of our ﬁnancial liabilities are based on the contractual amortization tables of the facilities.

The undrawn parts of our credit facilities are not included in the tables below.

The contractual maturities of our borrowings to equity accounted investees are based on the cash ﬂow projections

for future years for the EXMAR LPG shareholder’s loan and the expected repayment of the loan for the Electra Off-

shore Ltd facility (extension and terms still under negotiation), excluding netting of negative net assets (see Note

19 Borrowings to equity accounted investees).

EXMAR has also provided guarantees to ﬁnancial institutions that have provided credit facilities to her equity ac-

counted investees. The amount that EXMAR could have to pay if the guarantee is called on, is disclosed below

under ﬁnancial guarantees.

(In thousands of USD)

December 31, 2022

Curr.

Interest

rate

Matur.

Carrying

amount

Contractual cash ﬂows

Total < 1 year 1-2 years 2-5 years > 5 years

Bank loans VLGC's USD 5,62% 2036 -135,492 -203,954 -13,323 -13,258 -39,210 -138,163

Bank/other loans -

pressurized ﬂeet

USD

LIBOR+

2.4%

2023 -

2025

-61,752 -62,831 -36,038 -16,190 -10,604 0

Bank loan - EXCALIBUR USD

LIBOR+

2.5%

2023 -10,004 -10,458 -10,458 0 0 0

Bank loans - other EUR

EURIBOR

+ 1.7%

2028 -835 -372 -356 -16 0 0

Lease liabilities USD -2,127 -2,387 -507 -464 -1,416 0

Lease liabilities EUR -7,985 -8,516 -1,533 -1,287 -2,441 -3,255

Lease liabilities SGD -65 -66 -66 0 0 0

Lease liabilities CNY -66 -332 -20 0 0 0

Lease liabilities INR -21 -22 -22 0 0 0

-218,347 -288,939 -62,322 -31,216 -53,670 -141,419

Borrowings to equity

accounted investees

USD 7,000 7,840 7,840 0 0 0

Financial guarantees USD 0 -270,796 -56,458 -27,661 -186,676 0

(In thousands of USD)

December 31, 2021

Curr.

Interest

rate

Matur.

Carrying

amount

Contractual cash ﬂows

Total < 1 year 1-2 years 2-5 years > 5 years

Bank/other loans -

pressurized ﬂeet

USD

LIBOR+

2.4%

2023 -

2025

-70,339 -74,827 -16,384 -19,334 -39,109 0

Bank loan -

TANGO FLNG

USD

LIBOR+

2.2%

2029 -129,265 -158,464 -21,079 -21,880 -61,334 -54,171

Bank loans VLGC's USD 5,62% 2036 -140,927 -217,650 -13,323 -13,323 -39,465 -151,540

Bank loan - aircraft USD 3,16% 2023 -5,658 -5,675 -1,864 -3,811 0 0

Bond NOK

NIBOR+

8.75%

2022 -71,324 -73,966 -73,966 0 0 0

Other loans USD 1,0% 2025 -1,194 -1,194 -1,194 0 0 0

Lease liabilities USD -2,550 -2,969 -581 -507 -1,399 -481

Lease liabilities EUR -3,422 -3,578 -858 -833 -1,667 -220

Lease liabilities SGD -66 -67 -66 -1 0 0

Lease liabilities INR -67 -72 -48 -25 0 0

Lease liabilities ROU

assets

CNY

-424,812 -538,463 -129,364 -59,712 -142,975 -206,412

Borrowings to equity

accounted investees

USD 40,167 43,774 18,683 7,609 17,483 0

Financial guarantees USD 0 -236,918 -37,828 -124,860 -20,495 -53,734

5. Financial report 163

Fair values

Carrying amounts versus fair values

(In thousands of USD) 2022 2021

FV hierarchy

Carrying

amount

Fair value FV hierarchy

Carrying

amount

Fair value

Borrowings to equity accounted

investees

2 7,000 7,000 2 40,167 39,966

Other investments - equity

instruments at FVTLP

1/2 1,849 1,849 1/2 1,849 1,849

Derivative ﬁnancial asset 2 573 573 920 920

Borrowings (excluding lease

liabilities)

2 -208,083 -234,700 2 -418,707 -418,720

-198,662 -225,278 -375,771 -375,985

•

The ﬁnancial assets and liabilities carried at fair value are analysed and a hierarchy in valuation method has been

deﬁned:

• Level 1 being quoted bid prices in active markets for identical assets or liabilities;

•

Level 2 being inputs in other than quoted prices included in level 1 that are observable for the related assets

and liabilities, either directly (as prices) or indirectly (derived from prices);

• Level 3 being inputs for the asset or liability that are not based on observable market data.

The breakdown between level 1 and 2 of the equity instruments at FVTPL is shown in the beginning of this note.

Basis for determining fair values:

•

Borrowings to equity accounted investees: present value of future cash ﬂows, discounted at the market rate

of interest at reporting date or the fair value of the underlying pledged asset

• Equity instruments at FVTPL:

- Quoted closing bid price at reporting date for Frontera shares

- Non-quoted closing ﬁxing price at reporting date through a public auction via Euronext for Sibelco shares

•

Forward contracts: present value of the difference between the forward price at reporting date and the for-

ward price paid

•

Interest bearing loans: present value of future cash ﬂows, discounted at the market rate of interest at report-

ing date

For certain ﬁnancial assets and liabilities (trade and other receivables, cash and cash equivalents, trade and other

payables and lease liabilities) not carried at fair value, no fair value is disclosed because the carrying amounts are

a reasonable approximation of the fair values.

164 5. Financial report

NOTE 33 – LEASES

Leases as a lessee

The Group leases properties, motor vehicles and IT equipment.

(In thousands of USD)

RIGHT-OF-USE ASSETS Property IT equipment Total

Balance as per December 31, 2021 5,827 173 6,000

Balance as per December 31, 2022 10,143 767 10,910

For the full roll forward schedule in respect of the right-of-use assets including the depreciation charge for the year,

we refer to Note 16 Right-of-use assets of this annual report.

The Group has several lease contracts that include extension or termination options. These options are negotiated

by management to provide ﬂexibility in managing its lease portfolio. Judgement is applied in determining whether

these extension and options are reasonably certain to be exercised (see Note 1 Accounting policies).

For the maturity analysis in respect of related lease liabilities, we refer to Note 32 Financial risks and ﬁnancial in-

struments.

Amounts recognised in proﬁt or loss

(In thousands of USD)

LEASES UNDER IFRS 16

2022 2021

Interest on lease liability 266 166

Expenses related to short-term leases and low value assets 499 522

Leases as a lessor

The Group entered into long-term time charter agreements for certain assets in its ﬂeet. In respect of lease clas-

siﬁcation, it was judged that substantially all risks and rewards remain with the Group. As a consequence, these

agreements qualify as operating leases.

Rental income recognised by the Group during 2022 was USD 65.1 million (2021: USD 41.9 million).

The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be

received after the reporting date. No variable lease payments are included. The increase in total lease payments

(at the subsidiaries) compared to 2021 is mainly the result of:

•

The new ﬁve-year charter agreement for the EEMSHAVEN FSRU, signed in March 2022 with GASUNIE and in-

cluded in the 2021 table as from the expected operability at the end of the third quarter 2022;

• The new ten-year charter agreement for the EXCALIBUR FSU with Eni (see Note 4 Divestitures);

The table below related to the equity accounted investees only includes EXMAR’s share in the expected operating

lease payments.

(In thousands of USD) 2022 2021

Less than one year 80,662 50,398

One to two years 62,765 46,078

Two to three years 62,646 44,460

Three to four years 55,187 44,396

Four to ﬁve years 32,850 36,797

More than ﬁve years 85,045 17,472

Total operating leases under IFRS 16 (Subsidiaries) 379,155 239,601

Less than one year 72,472 67,335

One to two years 28,349 21,554

Two to three years 16,101 17,415

Three to four years 5,432 12,553

Four to ﬁve years 1,806 5,425

More than ﬁve years 0 1,750

Total operating leases under IFRS 16 (equity accounted investees) 124,160 126,031

5. Financial report 165

NOTE 34 - CAPITAL COMMITMENTS

At year-end 2022, the Group has capital commitments with its joint-venture partner SEAPEAK (each 50%) related

to shipbuilding contracts with Hyundai Mipo Dockyard CO, Ltd. for the construction of two new midsize 46,000m

LPG/ammonia carriers for a total value of USD 138.0 million, of which USD 13.8 million has been prepaid in 2022.

Per December 31, 2021, the Group had no material outstanding capital commitments.

NOTE 35 – CONTINGENCIES

Several of the Group’s companies are involved in a number of legal disputes arising from their day-to-day opera-

tions. Management does not expect the outcome of these procedures to have any material effect on the Group’s

ﬁnancial position.

NOTE 36 - RELATED PARTIES

Ultimate controlling party

Saverex NV, the major Belgian shareholder of EXMAR NV prepares IFRS consolidated ﬁnancial statements which

are publicly available. Saverex NV is controlled by Mr. Nicolas Saverys (Executive chairman of the Board of Direc-

tors of EXMAR).

Transactions with controlling shareholder and with controlling shareholder related parties

Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 79 to the Group 2022

(same period 2021: KEUR 76). The outstanding balance at December 31, 2022 amounted to KEUR 27 (year-end

2021: KEUR 27).

Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 2.900 during 2022 (same pe-

riod 2021: KEUR 750), which was fully paid by December 31, 2022 (year-end 2021: KEUR 0). Furthermore, Saverex

charged KEUR 0 administrative expenses in 2022 (same period 2021: KEUR 23) and KEUR 232 time-charter revenue

for the yacht “Douce France” to Exmar Yachting (same period 2021: KEUR 235). The balance outstanding at year-

end 2022 amounted to KEUR 0 (year-end 2021: KEUR 112).

EXMAR Shipmanagement charged KEUR 61 to Saverex for shipmanagement services in respect of the yacht "Douce

France" in 2022 (same period 2021: KEUR 26), for which KEUR 1 is outstanding (year-end 2021: KEUR 0).

Travel PLUS invoiced a total of KEUR 33 to Saverex in respect of travel services provided during 2022 (same period

2021: KEUR 29), of which KEUR 1 is outstanding (year-end 2021: KEUR 0).

Furthermore, during 2022, an amount of KEUR 108 (same period 2021: KEUR 82) was invoiced to Mr Nicolas Saverys

as a recharge of private expenses. The related outstanding balance amounted to KEUR 11 (year-end 2021: KEUR 0).

Transactions with related parties are at arm’s length conditions.

166 5. Financial report

Transactions with joint ventures and associated companies

EXMAR provides general, accounting, corporate, site supervision and ship management services to its joint ventures

and associates. For these services, fees are charged based on contractual agreements between all parties involved.

Below table gives an overview of the signiﬁcant receivables, signiﬁcant payables and the related P&L amount of

services provided and received.

December 31, 2022 December 31, 2021

(In thousands of USD) Receivables Payables Receivables Payables

Ship management services 2,923 1,591 6,373 105

General, accounting and corporate services 1,151 0 0 0

Site supervision & plan approval services 0 0 0 0

Rental services 0 0 0 0

2022 2021

(In thousands of USD)

Services

provided P&L

Services

received P&L

Services

provided P&L

Services

received P&L

Ship management services 12,752 0 16,247 0

General, accounting and corporate services 999 0 817 0

Site supervision & plan approval services 0 0 0 0

Rental & other services 0 0 0 0

EXMAR also provides borrowings to its joint ventures and associates for which an interest income is recognised in

the ﬁnancial statements. We refer to Note 19 Borrowings to equity accounted investees for an overview of these

borrowings and to Note 12 Finance income/expenses for the total amount of interest income.

Transactions with key management personnel

In respect of the transactions with key management personnel, we refer to the Remuneration report of 2022 which

is included in this ﬁnancial report (see Corporate Governance Statement). For information relating to conﬂicts of

interests, we refer to the report Board of Directors.

Key management (personnel) recharged KEUR 82 expenses (same period 2021: KEUR 27). The relating outstanding

amount per December 31, 2022 in respect of these services is KEUR 0 (year-end 2021: KEUR 0).

Board of Directors

(In thousands of EUR) 2022 2021

Chairman 100 100

Other members (individual amount) 50 50

Total paid 500 485

The total amount paid to the members of the Board of Directors represents the total payments to all non-execu

tive and independent directors for the activities as members of the Board of Directors. The executive directors of

EXMAR are only remunerated in their capacity as executive and not in their capacity as executive director/member

of the Board.

No loans were granted to the members of the Board in 2022 nor 2021. The outstanding amount in respect of re-

charged private expenses to Mr. Nicolas Saverys was zero per December 31, 2022 and 2021.

Audit and Risk Committee

(In thousands of EUR) 2022 2021

Chairman 20 20

Other members (individual amount) 10 10

Total paid 50 46

5. Financial report 167

Nomination and Remuneration Committee

(In thousands of EUR) 2022 2021

Members (individual amount) 10 10

Total paid 30 28

Executive Committee

In line with EXMAR’s total reward principles, the form and level of the Company’s executive remuneration are

aligned to company performance and individual skills and performance. The remuneration package is composed

of three main elements:

• The ﬁxed annual remuneration;

• The short-term variable remuneration (STI – short term incentive);

• The long-term variable remuneration (LTI- long term incentive).

The level and structure of the compensation packages are aligned with market practices for similar functions at

comparable companies.

End 2022, the Executive Committee consisted of four members. Customary notice periods and severance pay are

provided in the agreements with the members of the Executive Committee, taking into account factors such as the

position and experience of the executive manager in question, and always within the applicable legal framework.

(In thousands of EUR)

EXECUTIVE COMMITTEE, excluding CEO

2022 2021

Total ﬁxed remuneration 1,270 1,355

of which for insurance and pension plan 0 32

of which value of share options 0 0

Total variable remuneration 574 0

(In thousands of EUR)

Nicolas Saverys/Saverex

2022 2021

Total ﬁxed remuneration 900 907

of which for insurance and pension plan 0 43

of which value of share options 0 0

Total variable remuneration 2,000 0

(In thousands of EUR)

CEO

2022 2021

Total ﬁxed remuneration 575 575

of which for insurance and pension plan 0 0

of which value of share options 0 0

Total variable remuneration 500 0

No loans were granted to the members of the executive committee in 2022 or 2021.

The total number of options (plan 10) granted to key management are as follows:

NUMBER OF SHARES GRANTED 2022 2021

Nicolas Saverys 60,000 120,000

60,000 120,000

A number of key management personnel, or their close family members, hold positions in other companies that

result in them having control or joint control over these companies. None of these companies transacted with the

Group during the year.

168 5. Financial report

NOTE 37 - GROUP ENTITIES

CONSOLIDATED COMPANIES

Country of

incorporation

Consolidation

method

Ownership

2022 2021

Joint ventures

Estrela Ltd Hong Kong Equity 50.00% 50.00%

EXMAR Gas Shipping Ltd Hong Kong Equity 50.00% 50.00%

EXMAR LPG BV Belgium Equity 50.00% 50.00%

EXMAR Shipping BV Belgium Equity 50.00% 50.00%

Good Investment Ltd Hong Kong Equity 50.00% 50.00%

Monteriggioni Inc Liberia Equity 50.00% 50.00%

Associates

Electra Offshore Ltd Hong Kong Equity 40.00% 40.00%

Exview Hong Kong Ltd Hong Kong Equity 40.00% 40.00%

Marpos NV Belgium Equity 45.00% 45.00%

Springmarine Nigeria Ltd Nigeria Equity 40.00% 40.00%

Subsidiaries

Ahlmar Germany GmbH Germany Full 100.00% 100.00%

Bexco NV (1) Belgium Full 100.00% 44.91%

DV Offshore SAS France Full 100.00% 100.00%

ECOS SRL Italy Full 60.00% 60.00%

EXMAR Argentina Argentina Full 100.00% 100.00%

EXMAR Energy Hong Kong Ltd Hong Kong Full 100.00% 100.00%

EXMAR Energy Netherlands BV Netherlands Full 100.00% 100.00%

EXMAR Energy Services BV Netherlands Full 100.00% 100.00%

EXMAR Export Netherlands Netherlands Full 100.00% 100.00%

EXMAR FSRU Hong Kong Ltd Hong Kong Full 100.00% 100.00%

EXMAR Holdings Ltd Liberia Full 100.00% 100.00%

EXMAR Hong Kong Ltd Hong Kong Full 100.00% 100.00%

EXMAR LPG Holding BV Belgium Full 100.00% 100.00%

EXMAR LNG Investments Ltd Liberia Full 100.00% 100.00%

EXMAR Lux SA Luxembourg Full 100.00% 100.00%

EXMAR Marine NV Belgium Full 100.00% 100.00%

EXMAR Netherlands BV Netherlands Full 100.00% 100.00%

EXMAR NV Belgium Full 100.00% 100.00%

EXMAR Offshore Company USA Full 100.00% 100.00%

EXMAR Offshore Ltd Bermuda Full 100.00% 100.00%

EXMAR Offshore Services SA Luxembourg Full 100.00% 100.00%

EXMAR Offshore BV Belgium Full 100.00% 100.00%

EXMAR Singapore Pte Ltd Singapore Full 100.00% 100.00%

EXMAR Shipmanagement BV Belgium Full 100.00% 100.00%

EXMAR Shipmanagement India Private Ltd India Full 100.00% 100.00%

EXMAR Shipping USA Inc USA Full 100.00% 100.00%

EXMAR Small Scale LPG NL BV Netherlands Full 100.00% 100.00%

EXMAR Small Scale LPG HK Ltd Hong Kong Full 100.00% 100.00%

EXMAR Small Scale LPG BE BV Belgium Full 100.00% 100.00%

EXMAR (UK) Shipping Company Ltd Great-Britain Full 100.00% 100.00%

EXMAR VLGC BV Belgium Full 100.00% 100.00%

EXMAR VLGC Netherlands BV Netherlands Full 100.00% 100.00%

EXMAR Yachting BV Belgium Full 100.00% 100.00%

Export LNG Ltd

(2)

Hong Kong Full - 100.00%

Franship Offshore Lux SA Luxembourg Full 100.00% 100.00%

Internationaal Maritiem Agentschap NV Belgium Full 99.03% 99.03%

Seavie Caribean Ltd Jamaica Jamaica Full 100.00% 100.00%

Seavie Private Ltd India Full 100.00% 100.00%

Solaia Shipping Llc

(1)

Liberia Full 100.00% 50.00%

Tecto Cyprus Ltd Cyprus Full 100.00% 100.00%

Tecto Luxembourg SA Luxembourg Full 100.00% 100.00%

Travel Plus BV Belgium Full 100.00% 100.00%

(1) Change in shareholdership – we refer to Note 5 Business combinations and share deals for additional information.

(2) Sold – we refer to Note 4 Divestitures.

1795. Financial report

NOTE 38 - FEES STATUTORY AUDITOR

The worldwide audit and other fees in respect of services provided by the statutory auditor or companies or persons

related to the auditors, can be detailed as follows:

(In thousands of EUR) 2022 2021

Audit services 397 389

Audit related services 174 109

Tax services 30 31

Fees statutory auditor 601 529

For 2022 and 2021, the non-audit fees do not exceed the audit fees.

NOTE 39 - SUBSEQUENT EVENTS

In the first quarter of 2023, the following subsequent events occurred at our equity accounted investees:

•

Payment of the early buy-out option of the financing of two midsize gas carriers and refinancing through the use

of USD 70.0 million term loans;

•

Sale of the midsize gas carrier BASTOGNE, which was classified as held for sale in the management reporting,

see Note 2 Segment reporting;

•

Additional down payment of USD 13.8 million for the construction of two new midsize vessels (see also Note 34

Capital commitments);

•

Ordering of two innovative 46,000m3 midsize LPG/ammonia carriers with dual fuel propulsion with option to

have them ammonia fueled for a price of USD 73.4 million per vessel.

On April 3, 2023 EXMAR NV (“EXMAR”) (Euronext Brussels: EXM) has been informed by SAVEREX NV (“SAVEREX”)

that SAVEREX intends to launch a voluntary and conditional public takeover bid for all shares and share options

issued by EXMAR not already owned by it or persons affiliated with it (the “Bid”). The Bid would be made at a price

of EUR 12.10 per share, and would be paid in cash.

The price of EUR 12.10 per share represents a premium of 24.74% to the closing price of EXMAR as at 31 March

2023. This price would imply a premium of 33.19%, 44.01%, 34.12% and 46.03% respectively over the one-month,

three-month, six-month and twelve-month volume weighted average prices (VWAP) of the EXMAR share on the

regulated market of Euronext Brussels.

If EXMAR’s annual general meeting of 16 May 2023 approves the payment of a gross dividend of EUR 1.00 per

share as proposed by EXMAR’s board of directors and the ex-dividend date (22 May 2023) falls prior to the date of

payment of the bid price, the bid price per share is announced to be reduced by the gross amount of such dividend

(before any applicable tax deduction).

SAVEREX currently owns 26,899,431 shares in EXMAR (or 45.21%). EXMAR, which is considered a person affiliated

with SAVEREX, owns 2,273,263 treasury shares (or 3.82%). Nicolas Saverys, which is also considered a person affili-

ated with SAVEREX, owns 7,924 shares in EXMAR (or 0.01%). The Bid would thus relate to the remaining 30,319,382

shares (or 50.96%) in EXMAR.

The Bid would be made subject to a number of conditions, including an acceptance threshold of 95% and customary

material adverse change protection. EXMAR understands that, if following the Bid, SAVEREX and persons acting

in concert with it hold at least 95% of the shares in EXMAR and have acquired, as a result of the acceptance of the

Bid, at least 90% of the shares that are subject to the Bid, SAVEREX intends to launch a simplified squeeze-out bid.

SAVEREX has informed the board of directors of EXMAR about its intentions to launch the Bid. Subject to their

review of the prospectus, the board of directors have unanimously resolved to support and recommend the Bid.

The independent directors of EXMAR have appointed Degroof Petercam Corporate Finance SA as independent

expert to draw up an independent expert report in accordance with article 23 of the Royal Decree of 27 April 2007

on public takeover bids (the “Takeover Decree”). A detailed opinion of the board of directors will be set forth in

the response memorandum.

SAVEREX is being assisted in respect of the Bid by KBC Securities NV and BNP Paribas Fortis SA/NV as financial

advisors, by Belfius Bank SA/NV as centralizing and receiving agent and by Argo Law as legal advisor. The inde-

pendent directors of EXMAR are being assisted by Allen & Overy LLP as legal advisor and have appointed Degroof

Petercam Corporate Finance SA as independent expert in accordance with article 23 of the Takeover Decree.

No other subsequent events occurred.

170 5. Financial report

SIGNIFICANT JUDGEMENTS AND ESTIMATES

The signiﬁcant judgements and estimates that might have a risk of causing a material adjustment to the carrying

amount of assets and liabilities within the next ﬁnancial year relate to:

Impairment

Management performs at least annually an impairment analysis for its ﬂeet and this analysis did not reveal any ad-

ditional impairment risks at year-end 2022. We also refer to Note 14 Vessels and barges and Note 17 Investments

in equity accounted investees as disclosed in this report for additional information.

Provisions

The LNG EXCEL, owned by one of our joint ventures, was party to a lease arrangement in the UK whereby the Les-

sor could claim depreciation on the capital expenditures it incurred to acquire the vessel (Capital Allowances). As it

is typical in these leasing arrangements, tax and change of law risks are assumed by the Lessee. Our joint venture

terminated this lease arrangement in August 2013. The UK tax authorities (HMRC) have made inquiries in respect of

the right to receive the Capital Allowances. Based on commercial, legal and ﬁnancial considerations, our position is

that the allowances were validly claimed and we have informed HMRC accordingly. However, in case of a success-

ful challenge by the UK tax authorities of the tax treatment of the lease, we could be required to compensate the

Lessor for any tax amount to be reimbursed to the tax authorities. The amount held on the joint venture company’s

escrow account (USD 1.7 million for EXMAR’s share) had therefore been provisioned in previous years. In 2021, an

additional provision was recorded for EXMAR’s share of the joint venture cash balance as well as a provision for

related tax and legal fees. There has been no further update in 2022.

Contingent consideration liability

As mentioned in Note 4 Divestitures, EXMAR sold 100% of the shares of Export LNG Ltd, the owner of the ﬂoat-

ing liquefaction unit TANGO FLNG, to Eni. The sales agreement contains a price adjustment clause between plus

USD 44.0 million and minus USD 78.0 million, depending on the actual performance of the TANGO FLNG during

the ﬁrst six months on site. Considering the uncertainties and challenges related to the start-up activities of the

TANGO FLNG in Congo, management deferred USD 78.0 million and presented this as a non-current contingent

consideration liability.

Resolution going concern risk

The main assumptions and uncertainties for EXMAR underpinning the going concern assessment relating to the

liquidity position and the covenant compliance as disclosed in the 2021 have been resolved:

Liquidity position

A number of adverse non-recurring events in the last years triggered uncertainty around the liquidity position and

going concern considerations of the Group. Management therefore continued to closely monitor cash ﬂows during

the ﬁrst half of 2022. With the ﬁve-year charter agreement signed in March 2022 with GASUNIE for the EEMSHAV-

EN LNG and the closing of the sale of 100% of the shares of Export LNG, owning company of the TANGO FLNG;

end August 2022 (see also Note 4 Divestitures), the Group has prepared its consolidated ﬁnancial statements as of

December 31, 2022 on a going concern basis and does not consider liquidity risk as a signiﬁcant judgment to be

mentioned and evaluated going forward.

Covenants

As a result of the strengthened ﬁnancial position, the Company has met all its ﬁnancial covenants as at December

31, 2022 with sufﬁcient headroom (see also Note 28 Borrowings).

5. Financial report 171

STATEMENT ON THE TRUE AND FAIR VIEW OF THE CONSOLIDATED

FINANCIAL STATEMENTS AND THE FAIR OVERVIEW OF THE

MANAGEMENT REPORT

The Board of Directors, represented by Nicolas Saverys (Chairman) and Carl-Antoine Saverys, and the Executive

Committee, represented by Francis Mottrie, CEO (representing FMO BV) and Christine Verhaert, CFO (represent-

ing FINMORE BV), hereby conﬁrm that, to the best of their knowledge,

• the consolidated ﬁnancial statements for the year ended December 31, 2022, which have been prepared in ac

cordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Stand-

ards Board (IASB) as adopted by the European Union, give a true and fair view of the assets, liabilities, ﬁnancial

position and proﬁt or loss of the Company and the entities included in the consolidation as a whole, and

•

the management report includes a fair overview of the important events that have occurred during the ﬁnancial

year and of the major transactions with the related parties, and their impact on the consolidated ﬁnancial state

ments, together with a description of the principal risks and uncertainties they are exposed to.

182 5. Financial report

STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’

MEETING OF EXMAR NV FOR THE YEAR ENDED DECEMBER

31, 2022 CONSOLIDATED FINANCIAL STATEMENTS

In the context of the statutory audit of the consolidated financial statements of Exmar NV (“the company”) and

its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report

on the consolidated financial statements and the other legal and regulatory requirements. These parts should be

considered as integral to the report.

We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 19 May 2020, in

accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued

upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders’ meeting

deliberating on the financial statements for the year ending 31 December 2022. We have performed the statutory

audit of the consolidated financial statements of Exmar NV for 6 consecutive periods.

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Unqualified opinion

We have audited the consolidated financial statements of the group, which comprise the consolidated statement of

financial position as at 31 December 2022, the consolidated statement of profit or loss and consolidated statement

of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of

cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory

notes. The consolidated statement of financial position shows total assets of 1178276(000)USD and the consolidated

statement of comprehensive income shows a profit for the year then ended of 320 348(000)USD.

In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial

position as of 31 December 2022 and of its consolidated results and its consolidated cash flow for the year then

ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union

and with the legal and regulatory requirements applicable in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In

addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current

financial year, but not yet approved at national level. Our responsibilities under those standards are further described

in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of

our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial

statements in Belgium, including those regarding independence.

We have obtained from the board of directors and the company’s officials the explanations and information necessary

for performing our audit.

We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.

1835. Financial report

key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

consolidated financial statements of the current period. These matters were addressed in the context of our audit

of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.

Key audit matters How our audit addressed the key audit matters

Impairment of property, plant and equip-

ment – vessels and barges

•

Property, plant and equipment – vessels

and barges with a carrying amount of

437966(000)USD represent 37% of

the consolidated balance sheet total as

at 31December 2022. Management’s

assessment of the valuation of property,

plant and equipment is significant to our

audit because this process is complex

and requires significant management

judgement.

Reference to disclosures

•

We refer to the consolidated financial

statements, including notes to the

consolidated financial statements: note

14 – Vessels & barges.

•

We considered the process and the internal controls

implemented by management and we carried out

testing relating to the design and implementation of

management’s controls to assess impairment indicators

and perform impairment testing.

• We validated for each cash generating unit if impairment

indicators, as determined by IAS 36, were considered in

the impairment assessment of management.

•

We obtained the appraisal reports from external brokers

which are used by management to test for impairment

indicators and to determine the fair value less costs to sell

(“FVLCTS”) of the vessels.

•

Where relevant, we tested management’s assumptions

used in the value in use (“VIU”) calculations especially the

most critical assumptions such as the post contract charter

rates and discount rates. In challenging these assumptions,

we took into account actual results, negotiated contract

terms, external data, independent market reports, market

conditions and potential climate change related impacts.

•

We evaluated the adequacy of the disclosures regarding

the impairments of property, plant and equipment.

Responsibilities of the board of directors for the preparation of the consolidated financial

statements

The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements

in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with

the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors

determines is necessary to enable the preparation of consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s

ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and

using the going concern basis of accounting unless the board of directors either intends to liquidate the group or

to cease operations, or has no other realistic alternative but to do so.

184 5. Financial report

Responsibilities of the statutory auditor for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are

free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to

the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance

regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the

board of directors in the way that the company’s business has been conducted or will be conducted.

As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism

throughout the audit. We also:

identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient

and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control;

obtain an understanding of internal control relevant to the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the

group’s internal control;

evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and

related disclosures made by the board of directors;

conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors

and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions

that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material

uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in

the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions

are based on the audit evidence obtained up to the date of our statutory auditor’s report. However, future events

or conditions may cause the group to cease to continue as a going concern;

evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the

consolidated financial statements represent the underlying transactions and events in a manner that achieves fair

presentation.

obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities

within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,

supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we identify

during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements

regarding independence, and we communicate with them about all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated to the audit committee, we determine those matters that were of most significance

in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.

We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.

1855. Financial report

OTHER LEGAL AND REGULATORY REQUIREMENTS

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated

financial statements, the statement of non-financial information attached to the directors’ report on the consolidated

financial statements and other matters disclosed in the annual report on the consolidated financial statements.

Responsibilities of the statutory auditor

As part of our mandate and in accordance with the Belgian standard complementary to the International Standards

on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report

on the consolidated financial statements, the statement of non-financial information attached to the directors’ report

on the consolidated financial statements and other matters disclosed in the annual report on the consolidated

financial statements, as well as to report on these matters.

Aspects regarding the directors’ report on the consolidated financial statements

In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial

statements, this report is consistent with the consolidated financial statements for that same year and has been

established in accordance with the requirements of article 3:32 of the Code of companies and associations.

In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in

particular based on information that we became aware of during the audit, if the directors’ report on the consolidated

financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise

misleading. In the context of the procedures performed, we are not aware of such material misstatement.

The non-financial information as required by article 3:32, §2 of the Code of companies and associations, has been

disclosed in the directors’ report on the consolidated financial statements. This non-financial information has been

established by the company in accordance with the internationally recognised framework. In accordance with article

3:80 §1, 5° of the Code of companies and associations we do not express any opinion on the question whether

this non-financial information has been established in accordance with this internationally recognised framework.

Statements regarding independence

Our audit firm and our network have not performed any prohibited services and our audit firm has remained

independent from the group during the performance of our mandate.

The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of

the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the

consolidated financial statements.

Single European Electronic Format (ESEF)

In accordance with the draft standard on the audit of the compliance of the financial statements with the Single

European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of

the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815

of 17 December 2018 ("Delegated Regulation").

The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the

consolidated financial statements in the form of an electronic file in ESEF format (“digital consolidated financial

statements”) included in the annual financial report.

Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the

digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated

by the Delegated Regulation.

Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial

statements included in the annual financial report of Exmar NV as of 31 December 2022 are, in all material respects,

prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.

Other statements

This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation

(EU) No 537/2014.

Signed at Zaventem.

The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL

Represented by

Rik Neckebroeck Ben Vandeweyer

186 5. Financial report

1875. Financial report

5.3

STATUTORY FINANCIAL

STATEMENTS

The statutory accounts of EXMAR NV are disclosed hereafter in a summarised version. The

full version will be filed with the National Bank of Belgium. The full version is available on the

Company’s website (www.exmar.be) and a copy can be obtained free of charge on request.

An unqualified audit opinion has been expressed by the statutory auditor.

(In thousands of USD)

BALANCE SHEET

31/12/2022 31/12/2021

Fixed assets 280,675 541,853

(In-)tangible assets 71 125

Financial assets 280,604 541,728

Current assets 576,413 133,227

Amounts receivable within one year 79,651 67,246

Investments 489,052 12,907

Cash and cash equivalents 6,740 52,634

Accrued income and deferred charges 970 440

Total assets 857,088 675,080

Equity 680,704 564,214

Capital 88,812 88,812

Share premium 209,902 209,902

Reserves 89,976 81,831

Accumulated profits 292,014 183,669

Provisions and deferred taxes 800 9,840

Provisions 800 9,840

Liabilities 175,584 101,026

Amounts payable within one year 175,584 101,026

Total equity and liabilities 857,088 675,080

(In thousands of USD)

STATEMENT OF PROFIT OR LOSS

01/01/2022

31/12/2022

01/01/2021

31/12/2021

Operating income 4,163 7,865

Operating expenses -15,013 -12,371

Operating result -10,850 -4,506

Financial income 268,949 15,534

Financial expenses -21,831 -39,462

Result for the year before tax 236,268 -28,434

Income tax -276 -200

Result for the year 235,992 -28,634

Appropriation of result

Result to be appropriated 419,661 192,447

Transfer from/(to) capital and reserves -8,145 -3,387

Result to be carried forward -292,014 -183,669

Distribution of result -119,502 -5,391