5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS
155
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 interest
rates. EXMAR actively manages this exposure and if
deemed appropriate could cover itself for rising interest
rates for a part of its debt portfolio by means of various
instruments. 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. As per December 31, 2024 the Company had
financial instruments in place to cover the EUR/USD
exchange rate fluctuations as well the floating interest
on loans.
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
interest with respect to a decision to be taken by the
Board have to inform the other directors of this before
the decision 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 decision, its financial consequences for the
Company and its justification. This part of the minutes
is to be included in the annual financial report.
Excerpt from the minutes of the meeting of 2 December
2024. The independent directors of the Company who
appointed Natixis Partners Belgium BV as independent
expert to draw up the valuation report required by the
Takeover Decree, decided, subject to their review of
the prospectus, to support and recommend the bid.
Messrs. Nicolas Saverys and Carl-Antoine Saverys, as
well as Mrs. Stephanie Saverys declare, as representative
or shareholder of Saverex, that they possibly have an
interest (other than a financial interest in the sense
of article 7:96 BCCA) in the decision-making by the
Board. In conformity with article III.7 of the Corporate
Governance Charter they do not participate in the
decision-making. The Board, after due consideration,
confirms its support for the bid. The detailed opinion
of the Board will be based on the prospectus and the
Excerpt from the minutes of the meeting of 6 December
2024. The Nomination and Remuneration Committee
discussed the proposals with respect to variable
remuneration for Saverex, and for the CEO and COO for
2024, and an increase of the fixed remuneration of the
CEO and a success fee related to the sale of Bexco NV.
The proposals are submitted to the Board for approval.
Prior to the discussion the directors Nicolas Saverys,
as director and shareholder of Saverex NV, Stephanie
Saverys, as director and shareholder of Saverex NV,
and Carl-Antoine Saverys, as director and shareholder
of Saverex NV and in own name and FMO BV (Francis
Mottrie), inform the other directors that they have
a pecuniary interest that conflicts with that of the
Company, as they are, indirectly or directly, beneficiaries
of proposed bonuses and, for Carl-Antoine Saverys only,
proposed increase of fixed remuneration and, for FMO
BV only, proposed success fee. They will not participate
in the discussion or take part in the decision-making on
the recommendation of the Committee.
The proposals are the following:
■ Variable remuneration for 2024 of EUR 2.,2 million to
Saverex, based on exceptional performance and net
result of the group;
■ Variable remuneration for 2024 of EUR 100,.000 to
each of Casaver BV (Carl-Antoine Saverys) and FMO
BV, based on STI-LTI, performance and overall result of
the group;
■ Increased fixed yearly remuneration as from 2025
to Casaver BV (Carl-Antoine Saverys) to EUR 365,000
■ - Success fee to the chairman of Bexco of EUR 1 million
in the context of the sale of Bexco NV, based on an
agreement made in the past.
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 variable remuneration 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 Company on consolidated basis.
The Nomination and Remuneration Committee
recommends to the Board to approve the proposals.
The Board, having duly considered the financial impact
for the Company of the proposals, is of the opinion
that the bonus proposals are justified because of
extraordinary work in 2024 by the beneficiaries, and
that the proposed increased remuneration of the CEO is
justified following exceptional performance and market
positioning and the success fee justified following
the Bexco NV sale. The Board decides to approve the
recommendation.
Significant events after balance sheet
We refer to Note 38 - Subsequent events of the
consolidated annual report.
Outlook
Shipping:
Very Large Gas Carriers (VLGC)
EXMAR’s LPG fuelled 88,000 m³ VLGCs 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 technology
available today with respect to reducing greenhouse gas
emissions.