5493006GOR72R0ZYBN98-2025-12-31-1-en.xhtml

FINANCIAL

REPORT

5.1 Annual report of the Board of

Directors to the shareholders 176

5.2 Consolidated financial statements 182

5.3 Statutory financial

statements EXMAR NV 250

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5.1

ANNUAL REPORT OF THE BOARD OF

DIRECTORS TO THE SHAREHOLDERS 176

5.2

CONSOLIDATED FINANCIAL STATEMENTS 182

Consolidated statement of financial position 183

Consolidated statement of profit and loss and other comprehensive income 184

Consolidated statement of cash flows 185

Consolidated statement of changes in equity 186

Note 1 - Accounting policies 188

Note 2 - Segment reporting 200

Note 3 - Reconciliation segment reporting 205

Note 4 - Revenue 209

Note 5 - Gain on disposal 210

Note 6 - Vessel and engineering project expenses 210

Note 7 - Purchase of goods 210

Note 8 - General and administrative expenses 211

Note 9 - Personnel expenses 211

Note 10 - Provisions 211

Note 11 - Finance result 212

Note 12 - Income taxes 213

Note 13 - Vessels and barges 214

Note 14 - Other property, plant and equipment 216

Note 15 - Right -of- use assets 217

Note 16 - Investments in equity accounted investees 218

Note 17 - Financial information equity accounted investees 219

Note 18 - Borrowings to equity accounted investees 222

Note 19 - Tax assets and liabilities 223

Note 20 - Other non-current financial assets 223

Note 21 - Financial Assets at FVTPL 224

Note 22 - Trade and other receivables 224

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5.3

STATUTORY FINANCIAL STATEMENTS EXMAR NV 250

Note 23 - Restricted cash and cash and cash equivalents 224

Note 24 - Share capital and reserves 225

Note 25 - Earnings per share 226

Note 26 - Borrowings 227

Note 27 - Employee benefits 230

Note 28 - Trade and other payables 232

Note 29 - Financial risks and financial instruments 232

Note 30 - Leases 238

Note 31 - Capital commitments 239

Note 32 - Contingencies 239

Note 33 - Related parties 240

Note 34 - Group entities 242

Note 35 - Fees statutory auditor 244

Note 36 - Subsequent events 244

Significant judgements and estimates 244

Statement on the true and fair view of the consolidated financial statements and the fair

overview of the management report 245

Statutory auditor’s report to the shareholders’ meeting of EXMAR NV for the year ended 31

December 2024 - Consolidated financial statements 245

5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS176

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, 2025 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

accordance 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

EXMAR’s 2025 report.

COMMENTS ON THE CONSOLIDATED ANNUAL

ACCOUNTS

The consolidated annual accounts were prepared in

accordance with International Financial Reporting

Standards (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 2025, the EXMAR Group achieved a consolidated

profit of USD 74.3 million (USD 181.0 million in 2024).

Revenue decreased in 2025 by USD 100.8 million

to USD 248.1 million due to (i) lower Infrastructure

revenue from conversion works for TANGO FLNG

and EXCALIBUR for the Marine XII project in Congo,

(ii) lower revenue in Supporting Services from Bexco

NV as the company was sold in May 2024, (iii) lower

operations and maintenance revenue in Supporting

Services, partially compensated by (iv) higher revenue

from engineering projects managed by EXMAR

Offshore Company in Houston, USA.

Gain on disposal amounted to USD 7.5 million in

2025, compared to USD 102.6 million in 2024.

The gain in 2025 results mainly from the sale of three

pressurized vessels and the result on disposal of the

shares in Springmarine Nigeria Ltd. The gain in 2024

was the result of (i) the release of the contingent

consideration liability of USD 78 million after TANGO

FLNG’s successful performance testing results and

(ii) the realization of a gain of USD 20.6 million on the

sale of 100% of the shares of Bexco NV.

Because of the decrease of engineering, procurement

and conversion contract work in relation to the

Marine XII project in Congo, the sale of Bexco NV in

May 2024, and release of provisions for a warranty

claim, operating expenses decreased in 2025 by

USD 101.4 million.

Net financial expenses increased from

USD 3.1 million in 2024 to USD 17.0 million in 2025 and

can be explained as follows:

▪ Lower interest income of USD 8.7 million resulting

from the lower on average cash position of EXMAR;

▪ Higher interest cost compared to 2024 from

EXCALIBUR financing agreements, partially

compensated by lower interest cost of pressurized

borrowings.

▪ Negative foreign exchange results on positions in

USD in companies with functional currency EUR

▪ Dividend income from shares in Vantage Drilling

and loss from remeasurement of shares in Vantage

Drilling and Ventura.

The share of equity accounted investees decreased

by USD 0.4 million to USD 24.5 million in 2025.

Vessels and barges amounted to USD 360.4 million

at year-end 2025, a decrease of USD 8.2 million, which

is mainly the result of following events: the transfer of

two pressurized vessels to assets held for sale

(USD 15.4 million), the sale of two pressurized vessels,

the depreciation charge of the year (USD 22.5 million),

partially offset by capitalized dry-dock expenses

(USD 2.1 million), the advance payments for

three Suezmax vessels (USD 25.7 million) and

USD 2.0 million increase from the lifting of the early

buy out options for three pressurized vessels.

5.1

ANNUAL REPORT OF

THE BOARD OF DIRECTORS

TO THE SHAREHOLDERS

5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS 177

Investments in equity accounted investees

increased by USD 22.2 million up to USD 181.9 million

end 2025, primarily as a result of our share in the net

profit of these joint ventures and associated

companies

(USD 24.5 million), offset by dividends

(-USD 1.6 million) and interest rate swap impact

on the Group’s other comprehensive income

(-USD 1.5 million).

In 2025 EXMAR acquired bonds in several companies

for an amount of USD 9.8 million.

In 2025 the financial assets at FVTPL decreased

because of the loss on remeasurement of shares.

Current trade and other receivables decreased by

USD 46.5 million and is mainly due to a decrease of

trade receivable balances in relation to engineering,

operations and maintenance contracts for the

Marine XII project in Congo, for TANGO FLNG and

EXCALIBUR.

The cash position on December 31, 2025, amounted

to USD 179.8 million, a decrease by USD 94.9 million

following net outflow of cash from financing activities

which includes the dividend distributions of which

optional dividend was a major driver in the cash

position, offsetting strong growth of the cash flow

from operating activities.

Equity amounted to USD 549.1 million end 2025, or

a decrease by USD 60.5 million primarily because of

an aggregated dividend distribution of USD 325.0

million, partially converted into a capital increase of

USD 186.1 million, and USD 74.3 million profit of the

year.

End 2025, borrowings (non-current and current)

amounted to USD 278.2 million (2024: USD 316.5

million). The decrease of USD 38.4 million is in

essence explained by the repayment of the existing

facilities (USD 47.7 million), partially offset by new

lease liabilities.

COMMENTS ON THE STATUTORY FINANCIAL

STATEMENTS

The statutory accounts were prepared in accordance

with Belgian GAAP and accounting principles

were consistently applied. These accounts will be

presented for approval to the General Meeting of

Shareholders on May 19, 2026.

The below comments cover the main items of the

statutory annual accounts:

The operational loss amounted to USD -15.8 million

in 2025 (2024: USD -3.5 million). Financial year 2024

included a positive impact of USD 10.4 million of

reversals of provision for a tax claim.

Financial result decreased from USD 297.5 million

(gain) in 2024 to USD 48.5 million (gain) in 2025.

The decrease is primarily due to a decrease of

the dividend income from subsidiaries by USD

162.2 million and the gain on the sale of financial

assets that took place in 2024 (-USD 100.0 million).

The statutory result for the financial year amounts

to a profit of USD 30.0 million compared to a profit of

USD 293.0 million in 2024.

At the end of 2025, the total assets amounted

to USD 717.8 million, including USD 516.0 million

financial fixed asset and USD 146.1 million investments

(treasury shares and term deposits) and cash.

Equity amounted to USD 490.8 million at the end

of 2025 (2024: USD 599.6 million) and decreased

because of the dividend distributions of aggregate

USD 325.0 million, partially converted into a capital

increase of USD 186.1 million, and USD 30.0 million

profit of the year.

Liabilities amounted to USD 224.5 million end 2025

compared to USD 202.7 million in 2024.

At the General Meeting of Shareholders on May 19,

2026, the Board of Directors will propose the payment

of a dividend of (gross) EUR 0.27 per share and to

allocate the result of the year as follows:

Profit carried forward: USD 292,118,215.13

Profit of the financial year: USD 30,011,907.50

Dividend distributions of the year:: -USD 292.020.734,84

Transfer from reserves: USD 373,684.54

Transfer to legal reserves: -USD 1,500,595.38

RESULT TO APPROPRIATE: USD 28.982.476,95

Dividend payable: USD 25,226,513.50

Result to carry forward USD 3.755.963,45

RISK FACTORS

As described in the Corporate Governance Statement.

NON-FINANCIAL INFORMATION

As described in chapter 3 of the EXMAR 2025 report.

SUPPLEMENTARY INFORMATION

Research and Development

As described in chapter 3 of the EXMAR 2025 report.

Employees

On December 31, 2025, in accordance with the current

CSRD-regulation EXMAR’s global staff comprised

1,411 employees, including 1,099 crew at sea

(2024: 1,521 employees, including 1,219 crew at sea).

Many of the crew at sea are employed on assets

owned or operated by our equity accounted investees;

the corresponding expenses are not included in

EXMAR’s consolidated personnel or crew expenses.