UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2021

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________________ to _________________

OR

[ ]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Date of event requiring this shell company report _________________

Commission file number 001-36810

EURONAV NV

(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

Belgium

(Jurisdiction of incorporation or organization)

De Gerlachekaai 20, 2000 Antwerpen, Belgium

(Address of principal executive offices)

Hugo De Stoop, Tel: +32-3-247-4411, management@euronav.com,

 De Gerlachekaai 20, 2000 Antwerpen, Belgium

(Name, Telephone, E-mail and/or Facsimile, and address of Company Contact Person)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	EURN	New York Stock Exchange

Securities registered or to be registered pursuant to section 12(g) of the Act.

NONE

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of class)

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

220,024,713 Ordinary Shares (of which 18,346,732 Treasury Shares) , no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes X No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes No X

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer , a non-accelerated filer or an emerging growth company..  See the definitions of "large accelerated filer","accelerated filer", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ☐ Non-accelerated filer  ☐ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.     ☐

    † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report: x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP

X International Financial Reporting Standards as issued by the International Accounting Standards Board

Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

TABLE OF CONTENTS

		Page
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	22
ITEM 4A.	UNRESOLVED STAFF COMMENTS	75
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	76
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	100
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.	116
ITEM 8.	FINANCIAL INFORMATION	117
ITEM 9.	OFFER AND THE LISTING	118
ITEM 10.	ADDITIONAL INFORMATION	120
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	141
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	141
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	142
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	142
ITEM 15.	CONTROLS AND PROCEDURES	142
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	142
ITEM 16B.	CODE OF ETHICS	143
ITEM 16C.	PRINCIPAL ACCOUNTING FEES AND SERVICES	144
ITEM 16D.	EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES	145
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES	143
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	145
ITEM 16G.	CORPORATE GOVERNANCE	145
ITEM 16H.	MINE SAFETY DISCLOSURE	146
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	145
ITEM 17.	FINANCIAL STATEMENTS	147
ITEM 18.	FINANCIAL STATEMENTS	147
ITEM 19.	EXHIBITS	148

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “seek”, “plan,” “target,” “project,” “potential”, “continue”, “contemplate”, “possible”, “likely,” “may,” “might”, “will,” “would,” “could” and similar expressions, terms, or phrases may identify forward-looking statements.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated by reference herein, important factors that, in our view, could cause our actual results and developments to differ materially from those discussed in the forward-looking statements include:

•The strength of world economies and currencies;

•General market conditions, including the market for crude oil and for our vessels, fluctuations in charter rates and vessel values;

•Availability of financing and refinancing, as well as the Company’s ability to obtain such financing or refinancing in the future at acceptable rates as well as to comply with the restrictive and other covenants in our financing arrangements;

•Our ability to secure available and future grants and subsidies;

•Our business strategy and other plans and objectives for growth and future operations, including planned and unplanned capital expenditures;

•Possible acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs;

•Our ability to generate cash to meet our debt service obligations;

•Our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;

•Potential liability from pending or future litigations;

•Significant decrease in spot charter rates that could impact our profitability;

•Environmental, Social and Governance (ESG) expectations of investors, banks and other stakeholders and related costs related to compliance with ESG measures;

•Availability of skilled workers and the related labor costs;

•Increased fuel costs or bunker prices;

•The failure to protect our information systems against security breaches, or the failure or unavailability of these systems for a significant period of time;

•Potential cyber-attacks which may disrupt our business operations;

•The state of the global financial markets may adversely impact our ability to obtain additional financing;

•The market value of our vessels are volatile and may decline;

•The length and severity of the ongoing coronavirus (COVID-19) outbreak and governmental response thereto, including its impacts across our business on demand for our vessels, our global operations, counterparty risk as well as its disruption to the global economy;

•The rising threat of a Chinese financial crisis and trade tensions between China and the United States;

•The shift from oil towards other energy sources such as electricity, natural gas, liquefied natural gas or hydrogen;

•Technology risk associated with energy transition and fleet/systems rejuvenation to alternative propulsion;

•The imposition of sanctions by the United Nations, U.S., EU, UK and/or other relevant authorities;

•International sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the recent conflict between Russia and Ukraine;

•Any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or FCPA, or other applicable regulations relating to bribery;

•Fluctuations in currencies, interest rates and foreign exchange rates and the impact of the discontinuance of the London Interbank Offered Rate, or LIBOR, after June 30, 2023 on any of our debt that reference LIBOR;

•General domestic and international political conditions, including trade wars and disagreements between oil producing countries, including illicit crude oil trades;

•Potential disruption of shipping routes due to accidents, environmental factors, political events, public health threats, international hostilities including the ongoing developments in the Ukraine region, acts by terrorists or acts of piracy on ocean-going vessels;

•Vessel breakdowns and instances of off-hire;

•The supply of and demand for vessels comparable to ours, including against the background of possibly accelerated climate change transition worldwide which would have an accelerated negative effect on the demand for oil and thus transportation;

•Reputational risks, including related to climate change;

•Compliance with governmental, tax (including carbon related), environmental and safety regulations and related costs;

•Potential liability from future litigations related to claims raised by public-interest organizations or activism with regard to failure to adapt to or mitigate climate impact;

•Increased cost of capital or limiting access to funding due to EU Taxonomy or relevant territorial taxonomy regulations;

•Any non-compliance with the amendments by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels, or IMO, (the amendments hereinafter referred to as IMO 2020), to Annex VI to the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, which will reduce the maximum amount of sulfur that vessels may emit into the air and applies to us as of January 1, 2020;

•Any non-compliance with the International Convention for the Control and Management of Ships' Ballast Water and Sediments or BWM which applies to us as of September 2019;

•Any non-compliance with the upcoming EC Fit-for-55 regulation and specifically with EU Emission Trading Schemes Maritime and FuelEU Maritime;

•Any non-compliance with the European Ship Recycling regulation for large commercial seagoing vessels flying the flag of a European Union or EU, Member State which forces shipowners to recycle their vessels only in safe and sound vessel recycling facilities included in the European List of ship recycling facilities which is applicable as of January 1, 2019;

•New environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or imposed by regional or national authorities such as the European Union or individual countries;

•Our incorporation under the laws of Belgium and the different rights to relief that may be available compared to other counties, including the United States;

•Treatment of the Company as a “passive foreign investment company” by U.S. tax authorities;

•Being required to pay taxes on U.S. source income;

•Effects of new products and new technology in our industry;

•The failure of counterparties to fully perform their contracts with us;

•Our dependence on key personnel;

•Adequacy of insurance coverage;

•Our ability to obtain indemnities from customers;

•Changes in laws, treaties or regulations;

•The inability of our subsidiaries to declare or pay dividends;

•The losses from derivative instruments; and

•The interest rate risks under our debt facilities.

These factors and the other risk factors described in this annual report and other reports that we furnish or file with the U.S. Securities and Exchange Commission or the SEC, are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward looking statements are made only as of the date of this annual report. These forward looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically

decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.    KEY INFORMATION

Throughout this report, all references to "Euronav", the "Company", "we", "our", and "us" refer to Euronav NV and its subsidiaries and all references to “Euronav NV” refer to Euronav NV and not to its subsidiaries. Unless otherwise indicated, all references to "U.S. dollars", "USD", "dollars", "US$" and "$" in this annual report are to the lawful currency of the United States of America and references to "Euro", "EUR", and "€" are to the lawful currency of Belgium.

We refer to our "U.S. Shares" as those shares of Euronav with no par value that are reflected in the U.S. component of our share register, or the U.S. Register, that is maintained by Computershare Trust Company N.A, or Computershare, our U.S. transfer agent and registrar, and are formatted for trading on the New York Stock Exchange, or the NYSE. The U.S. Shares are identified by CUSIP B38564 108.  We refer to our "Belgian Shares" as those shares of Euronav with no par value that are reflected in the Belgian component of our share register, or the Belgian Register, that is maintained by De Interprofessionele Effectendeposito- en Girokas (CIK) NV (acting under the commercial name Euroclear Belgium), or Euroclear Belgium, our agent, and are formatted for trading on Euronext Brussels. The Belgian Shares are identified by ISIN BE0003816338.  Our U.S. Shares and our Belgian Shares taken together are collectively referred to as our "ordinary shares." For further discussion of the maintenance of our share register, please see "Item 10. Additional Information —B. Memorandum and Coordinated Articles of Association—Share Register."

A.          Selected Financial Data

Not applicable

B.          Capitalization and Indebtedness

Not applicable

C.          Reasons for the Offer and Use of Proceeds

Not applicable.

D.          Risk Factors

Investing in our shares involves risk. We expect to be exposed to some or all of the risks described below in our future operations. Risks to us include, but are not limited to, the risk factors described below. Any of the risk factors described below could affect our business operations and have a material adverse effect on our business activities, financial condition, results of operations and prospects and cause the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may occur in combination with other risks which would compound the adverse effect of such risks on our business activities, financial condition, results of operations and prospects. Investors in our shares could lose all or part of their investment. You should carefully consider the following information in conjunction with "Risk Factors Summary" provided earlier in this report and the other information contained or incorporated by reference in this report. The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence or of the potential magnitude of their financial consequence.

Risks Relating to our Business

The tanker industry is cyclical and volatile, which may lead to reductions and volatility in charter rates , vessel values, earnings and available cash flow.

The tanker industry is both cyclical and volatile in terms of charter rates and profitability. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

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Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity caused by changes in the supply and demand for oil and oil products. The carrying values of our vessels or our floating, storage and offloading (FSO) vessels may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings.

We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts. The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us to make various estimates relating to, among other things, vessel values, future freight rates, earnings from the vessels, discount rates, residual values and economic life of vessels. Many of these items have historically experienced volatility and both charter rates and vessel values tend to be cyclical. Declines in charter rates, vessel values and other market deterioration could cause us to incur impairment charges.

In general, the factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The main factors that influence demand for tanker capacity include:

•Supply of and demand for oil and petroleum products;

•Changes in the consumption of oil and petroleum products due to availability of new, alternative energy sources or changes in the price of oil and petroleum products relative to other energy sources or other factors making consumption of oil and petroleum products less attractive;

•Regional availability of refining capacity and inventories compared to geographies of oil production regions;

•National policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix);

•Global and regional economic and political conditions and developments, armed conflicts including the recent conflict between Russia and Ukraine, terrorist activities, trade wars, public health threats, tariffs embargoes, illicit trades of crude oil and strikes;

•Currency exchange rates, most importantly versus USD;

•Changing trade patterns and the distance over which the oil and the oil products are to be moved by sea;

•Changes in seaborne and other transportation patterns, including shifts in transportation demand between crude oil and refined oil products and the distance they are transported by sea;

•Changes in governmental or maritime self-regulatory organizations’ rules and regulations or actions taken by regulatory authorities;

•Environmental and other legal and regulatory developments;

•Developments in international trade, including those relating to the imposition of tariffs; and

•International sanctions, embargoes, import and export restrictions, nationalizations and wars.

The factors that influence the supply of tanker capacity include:

•The number of newbuilding orders and deliveries as may be impacted by the availability of financing for shipping activity;

•The degree of recycling of older vessels, depending, amongst other things, on recycling rates and international recycling regulations;

•The number of conversions of tankers to other uses;

•Business disruptions, including supply chain issues, due to natural or other disasters, or otherwise;

•The number of vessels that are out of service, laid up, dry-docked or used as storage units or blocked in port or canal congestions; and

•Environmental concerns and uncertainty around new regulations in relation to amongst others new technologies which may delay the ordering of new vessels.

Declines in oil and natural gas prices or decreases in demand for oil and natural gas for an extended period of time, or market expectations of potential decreases in these prices and demand, could negatively affect our future growth in the tanker and offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies’ capital expenditure budgets are subject to cash flow from such activities and are therefore sensitive to changes in energy prices. Sustained periods of high oil prices on the other hand may be destructive for demand. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically-advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in

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exploration, development or production expenditures by oil and natural gas companies or decrease in the demand for oil and natural gas could reduce our revenues and materially harm our business, results of operations and cash available for distribution (see also “Peak oil” below).

A substantial portion of our revenue is derived from a limited number of customers and the loss of any of these customers could result in a significant loss of revenues and cash flow.

We currently derive a substantial portion of our revenue from a limited number of customers. For the year ended December 31, 2021, Valero Energy Corporation, or Valero, accounted for 11% of our total revenues in our tankers segment. In addition, our only FSO customer as of December 31, 2021 was North Oil Company. All of our charter agreements have fixed terms, but may be terminated early due to certain events, such as a charterer’s failure to make charter payments to us because of financial inability, disagreements with us or otherwise.

In addition, a charterer may exercise its right to terminate the charter if, among other things:

•The vessel suffers a total loss or is damaged beyond repair;

•We default on our obligations under the charter, including prolonged periods of vessel off-hire;

•War, sanctions, or hostilities significantly disrupt the free trade of the vessel;

•The vessel is requisitioned by any governmental authority; or

•A prolonged force majeure event occurs, such as war, piracy, terrorism, global pandemic or political unrest, which prevents the chartering of the vessel, in each case in accordance with the terms and conditions of the respective charter.

In addition, the charter payments we receive may be reduced if the vessel does not perform according to certain contractual specifications. such as if average vessel speed falls below the speed we have guaranteed or if the amount of fuel consumed to power the vessel exceeds the guaranteed amount. Additionally, compensation under our FSO service contracts is based on daily performance and/or availability of each FSO in accordance with the requirements specified in the applicable FSO service contracts. The charter payments we receive under our FSO service contracts may be reduced or suspended (as applicable) if the vessel is idle, but available for operation, or if a force majeure event occurs, or we may not be entitled to receive charter payments if the FSO is taken out of service for maintenance for an extended period, or the charter may be terminated if these events continue for an extended period. In addition, our FSO service contracts have day rates that are fixed over the contract term. In order to mitigate the effects of inflation on revenues from these term contracts, our FSO service contracts include yearly escalation provisions. These provisions are designed to compensate us for certain cost increases, including wages, insurance and maintenance costs. However, actual cost increases may result from events or conditions that do not cause correlative changes to the applicable escalation provisions.

If any of our charters are terminated, we may be unable to re-deploy the related vessel on terms as favorable to us as our current charters, or at all. We are exposed to changes in the spot market rates associated with the deployment of our vessels. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel and we may be required to pay ongoing expenses necessary to maintain the vessel in proper operating condition. Any of these factors may decrease our revenue and cash flows. Further, the loss of any of our charterers, charters or vessels, or a decline in charter hire under any of our charters, could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends, if any, to our shareholders.

Dependency on spot charters.

As of April 1, 2022 we employed 60 of our vessels in either the spot market or in a spot market-oriented tanker pool, including 40 vessels in the Tankers International Pool, in which we were a founding member in 2000, exposing us to fluctuations in spot market charter rates. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand. The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling in ballast to pick up cargo. The spot market is very volatile and there have been and will be periods when spot charter rates decline below the operating cost of vessels. If future spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

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Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (ESG) policies may impose additional costs on us or expose us to additional risks .

Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices, especially as they relate to the environment, health and safety, diversity, labor conditions and human rights in recent years, and have placed increasing importance on the implications and social costs of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Failure to adapt to or comply with evolving investor, lender or other industry shareholder expectations and standards or the perception of not responding appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may damage such a company’s reputation or stock price, resulting in direct or indirect material and adverse effects on the company’s business and financial condition.

The increase in shareholder proposals submitted on environmental matters and, in particular, climate-related proposals in recent years indicates that we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude oil transport companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to implement, monitor, report and comply with wide ranging ESG requirements. Members of the investment community are also increasing their focus on ESG disclosures, including disclosures related to greenhouse gases and climate change in the energy industry in particular, and diversity and inclusion initiatives and governance standards among companies more generally. As a result, we may face increasing pressure regarding our ESG disclosures. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition.

Moreover, from time to time, in alignment with our sustainability priorities, we aim at establishing and publicly announce goals and commitments in respect of certain ESG items, such as shipping decarbonisation. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established standardized approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting negative publicity could adversely affect our reputation and/or our access to capital.

Finally, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other, non-fossil fuel markets, which could have a negative impact on our access to and costs of capital.

Servicing our current or future indebtedness limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

We had $1,807.9 million and $1,375.5 million of indebtedness as of December 31, 2021 and December 31, 2020 respectively, and expect to incur additional indebtedness as we further expand our fleet. Borrowing under our credit facilities are secured by our vessels and certain of our and our vessel-owning subsidiaries’ bank accounts and if we cannot service our debt, we may lose our vessels or certain of our pledged accounts. Borrowings under our credit facilities and other debt agreements requires us to dedicate a part of our cash flow from operations to paying interest and principal on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including further equity or debt financing in the future. Amounts borrowed under our credit facilities bear interest at variable rates.

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Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. If we do not generate or reserve enough cash flow from operations to enable us to satisfy our short-term or medium- to long-term liquidity requirements or to otherwise satisfy our debt obligations, we may have to undertake alternative financing plans, which could dilute shareholders or negatively impact our financial results.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under our credit facilities, our lenders could elect to declare that our debt, totally or partially, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral vessels securing that debt even though the majority of the proceeds used to purchase the collateral vessels did not come from our credit facilities.

Our agreements governing our indebtedness also impose certain operating and financial restrictions on us, mainly to ensure that the market value of the mortgaged vessel under the applicable credit facility does not fall below a certain percentage of the outstanding amount of the loan, which we refer to as the asset coverage ratio, which means that the facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan, as a result of which a repayment in the same amount may be required. In addition, certain of our credit facilities will require us to satisfy certain financial covenants, which require us to, among other things, maintain:

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

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

•An aggregate cash balance of at least $30.0 million; and

•A ratio of stockholders’ equity to total assets of at least 30%.

In general, the operating restrictions that are contained in our credit facilities may prohibit or otherwise limit our ability to, among other things:

•Effect changes in management of our vessels;

•Transfer or sell or otherwise dispose of all or a substantial portion of our assets;

•Declare and pay dividends if there is or will be, as a result of the dividend, an event of default or breach of a loan covenant; and

•Incur additional indebtedness.

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

As of December 31, 2021 and as of the date of this annual report, we were in compliance with the financial covenants contained and other restrictions in our debt agreements.

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

We depend on the efforts, knowledge, skill, reputations and business contacts of our executive officers and other key employees. Accordingly, our success will depend on the continued service of these individuals. We may experience departures of senior executive officers and other key employees, and we cannot predict the impact that any of their departures would have on our ability to achieve our financial objectives. The loss of the services of any of them could, in the short term, have a material adverse effect on our business, results of operations and financial condition.

Rising fuel prices may adversely affect our profits.

On the spot market. Fuel is a significant factor in negotiating charter rates. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments (such as the recent conflicts between

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Russia and Ukraine, which remain ongoing as of the date of this annual report), supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries (OPEC), and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Fuel may therefore become much more expensive in the future and we might not be able to fully recover this increased cost through our charter rates.

Fuel is also a significant, if not the largest, expense in our shipping operations when vessels are operated on the spot market under voyage charter. As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. Further, fuel has become much more expensive as a result of regulations mandating a reduction in sulfur emissions to 0.5% as of January 2020, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail. Other future regulations may have a similar impact.

With the exception of four VLCC vessels and four Suezmax vessels, none of our vessels are equipped with scrubbers and as of January 1, 2020 we have transitioned to burning IMO compliant fuels. We continue to evaluate different options in complying with IMO and other rules and regulations and continue to work closely with suppliers and producers of both scrubbers and alternative mechanisms. We currently procure physical low sulfur fuel oil directly on the wholesale market with a view to secure availability of qualitative compliant fuel and to capture volatility in prices between high sulfur and low sulfur fuel oil. The procurement of large quantities of low sulfur fuel oil implies a commodity price risk because of fluctuations in price between the time of purchase and consumption. Whilst we may implement financial strategies with a view to limiting this risk, we cannot give assurance that such strategies will be successful in which case we could sustain significant losses which could have a material impact on our business, financial condition, results of operation and cash flow. The storage of and onward consumption on our vessels of the procured commodity may require us to blend, co-mingle or otherwise combine, handle or manipulate such commodities which implies certain operational risks that may result in loss of or damage to the procured commodities or the vessels and their machinery.

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

The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber-terrorists. Like other global companies, we do experience threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypasses our IT security systems, causing an IT security breach, could lead to a material disruption of our IT systems and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks.

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

Moreover, cyberattacks against the Ukrainian government and other countries in the region have been reported in connection with the recent conflicts between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions, such developments could adversely affect our business, operating results and financial condition. It is difficult to assess the likelihood of such threat and any potential impact at this time.

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

The Company’s vessels are employed in a highly competitive market. Competition arises from other vessel owners, including major oil companies, national oil companies or companies linked to authorities of oil producing or importing countries, as well as independent tanker companies which may all have substantially greater resources than us. Competition for the transportation of crude oil and other petroleum products depends on price, location, size, age, condition and the acceptability of the vessel operator to the charterer. The Company believes that because ownership of the world tanker fleet is highly fragmented , no single vessel owner is able to influence charter rates.

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We are subject to certain risks with respect to our counterparties and failure of our counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into, and may enter in the future, various contracts, including shipbuilding contracts or long term contracts such as the FSO vessels operating offshore Qatar, credit facilities, insurance agreements, voyage and time charter agreements and other agreements associated with the operation of our vessels. Such agreements subject us to counterparty risks.

Euronav has established a detailed counterparty risk policy to set forth processes for avoiding, monitoring, mitigating and effectively managing the risk of default through a credit limit system that restricts the exposure Euronav may have on any single counterparty, as well as other mitigating measures. Counterparty limits are monitored periodically and are calculated taking into account a range of factors that govern the approval of all counterparties, including an assessment of the counterparty’s financial soundness and financial ratings (if any), reputation, compliance and regulatory/legal risk based on current and prospective risk to earnings or assets arising from violations by the counterparty of, or nonconformance with, international sanction lists (such as OFAC, UK Sanctions and Anti-Money Laundering Act, EU Sanction List), laws, rules, regulations, prescribed practices, internal policies and procedures, or ethical standards.

Notwithstanding these measures, the ability of each of our counterparties to perform its payment and other obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances, including as a result of the outbreak of COVID-19 and various expenses. Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities such as oil, such as, but not limited to, access to financing for large cargo amounts.

In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts.

The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows, ability to obtain financing or refinance our existing and future credit facilities on acceptable terms, which may negatively impact our business.

Global financial markets and economic conditions have been, and continue to be, volatile. Beginning in February 2020, due in part to fears associated with the spread of COVID-19 (as more fully described below), global financial markets experienced volatility and a steep and abrupt downturn followed by a recovery. Such volatility may continue as the COVID-19 pandemic continues. Credit markets and the debt and equity capital markets have been distressed and the uncertainty surrounding the future of the global credit markets has resulted in reduced access to credit worldwide, particularly for the shipping industry. These issues, along with significant write-offs in the financial services sector, the re-pricing of credit risk and the uncertain economic conditions, have made, and may continue to make, it difficult to obtain additional financing. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all. Economic conditions may also adversely affect the market price of our common shares.

Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the availability and cost of obtaining money from the public and private equity and debt markets has become more difficult. Many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt, and reduced, and in some cases ceased, to provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, or that we will be able to refinance our existing and future credit facilities, on acceptable terms or at all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or otherwise take advantage of business opportunities as they arise.

In 2019, a number of leading lenders to the shipping industry and other industry participants announced a global framework by which financial institutions can assess the climate alignment of their ship finance portfolios, called the Poseidon Principles, and additional lenders have subsequently announced their intention to adhere to such principles. If the ships in our fleet are deemed not to satisfy the emissions and other sustainability standards contemplated by the Poseidon Principles, to which we are a participant, the availability and cost of bank financing for such vessels may be adversely affected.

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If economic conditions throughout the world decline, this will impede our results of operations, financial condition and cash flows.

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

Cargo volumes remained below 2019 levels for most of 2021; though volumes improved during the third and fourth calendar quarter of 2021, buoyed by the return of Asian crude import demand, we saw this recovery came to a halt toward the end of the fourth calendar quarter of the year as a result of restrictions on economic activity and a consequent reduction in both the demand for crude and the supply of export cargoes attributable to the Omicron variant of COVID-19. We cannot guarantee a recovery in freight rate and market activity as a result of the highly unpredictable nature of the COVID-19 pandemic. Please also see “The continuing effects of the COVID-19 pandemic and other outbreaks of epidemic and pandemic diseases and governmental responses thereto could materially and adversely affect our business, financial condition, and results of operations.” We face risks attendant to changes in economic environments, changes in margins or interest rates, and instability in the banking and securities markets around the world, among other factors. Major market disruptions may adversely affect our business or impair our ability to borrow amounts under our credit facilities or any future financial arrangements. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

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

We anticipate a significant number of the port calls made by our vessels will continue to involve loading or discharging operations in ports in the Asia Pacific region. As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition and results of operations, as well as our future prospects.

We cannot assure you that the Chinese economy will not experience a significant contraction in the future. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and “trade wars”. In recent years, China and the United States have implemented certain increasingly protective trade measures with continuing trade tensions, including significant tariff increases, between these countries. Although the United States and China successfully reached an interim trade deal in January of 2020 that de-escalated the trade tensions with both sides rolling back tariffs, the extent to which the trade deal will be successfully implemented is unpredictable. A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition.

Also, several initiatives are underway in China with a view to reduce their dependency on (foreign) oil, such as the Net Zero 2060 initiative and development of shale oil on their own territory, which could impact the need for oil transportation services. The method by which China attempts to achieve carbon neutrality by 2060, and any attendant reduction in the demand for oil, petroleum and related products, could have a material adverse effect on our business, cash flows and results of operations.

The Chinese government may adopt policies that favor domestic oil tanker companies and may hinder our ability to compete with them effectively. For example, China imposes a tax for non-resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations, such as the recently promoted environmental taxes on coal, by China may result in an increase in the cost of raw materials imported to China and the risks associated with importing raw materials to China, as well as a decrease in any raw materials shipped from our charterers to China. This could have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us.

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

A significant portion of our earnings are related to the oil industry and our lack of diversification will potentially affect the demand for our vessels. We rely almost exclusively on the cash flows generated from charters for our vessels that operate in the tanker sector of the shipping industry. Due to our lack of diversification, adverse developments in the tanker shipping industry have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of business. Adverse developments in the tanker business could therefore reduce our ability to meet our payment obligations and our profitability.

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A shift in or disruption of the consumer demand from oil towards other energy resources such as electricity, natural gas, liquefied natural gas or hydrogen will potentially affect the demand for our product tankers. A shift from the use of internal combustion engine vehicles to electric vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

“Peak oil” is the year when the maximum rate of extraction of oil is reached. Recent forecasts of “peak oil” range from 2019 to the 2040s, depending on economics and how governments respond to global warming. Irrespective of “peak oil”, the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy or nuclear energy, which appears to be accelerating as a result of the COVID pandemic, as well shifts in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Changes to trade patterns for oil and oil products may have a material adverse effect on our business.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Any decrease in shipments of crude oil may adversely affect our financial performance.

In addition, conditions affecting the world economy generally and the economics of the United States, China and India specifically may result in reduced consumption of oil products, a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings and our ability to pay dividends.

The outlook for global oil and tanker demand is highly uncertain due to the continuing development of the COVID-19 outbreak and its impact on the global economy. Please also see “The continuing effects of the COVID-19 pandemic and other outbreaks of epidemic and pandemic diseases and governmental responses thereto could materially and adversely affect our business, financial condition, and results of operations.”

Lack of technological innovation to meet quality and efficiency requirements could reduce our charter hire income and the value of our vessels.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance and the impact of the stress of operations. We face competition from companies with more modern vessels with more fuel efficient designs than our vessels, and if new tankers carriers are built that are more efficient or more flexible or have longer physical lives than the current eco vessels, competition from the current eco vessels and any more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels and the resale value of our vessels could significantly decrease. Similarly, technologically advanced vessels are needed to comply with environmental laws the investment in which along with the foregoing could have a material adverse effect on our results of operations, charter hire payments and resale value of vessels. This could have an adverse effect on our results of operations, cash flows financial condition. and ability to pay dividends.

Newbuilding projects are subject to risks that could cause delays, cost overruns or cancellation of our newbuilding contracts.

We currently have six vessels under construction. These construction projects are subject to risks of delay or cost overruns inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, unanticipated cost increases between order and delivery, design or engineering changes and work stoppages and other labor disputes, public health threats, adverse weather conditions or any other potential events of force majeure. Significant cost overruns or delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel.

If for any reason we default under any of our newbuilding contracts, or otherwise fail to take delivery of our newbuilding vessels, we would be prevented from realizing potential revenues from such vessels, we could also lose all or a portion of

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our investment, including any installment payments made, and we could be liable for penalties and damages under such contracts. as well as suffer reputational damage.

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

If our vessels call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations, or other applicable governmental authorities, it could lead to monetary fines or other penalties and adversely affect our reputation and the market for our ordinary shares.

Although no vessels owned or operated by us have called on ports located in countries or territories that are the subject of country-wide or territory-wide comprehensive sanctions and/or embargoes imposed by the U.S. government, the European Union, or other applicable governmental authorities (Sanctioned Jurisdictions) in violation of sanctions or embargo laws during 2021, and we endeavor to take precautions reasonably designed to mitigate such risks, it is possible that, in the future, our vessels may carry cargo from or call on ports in Sanctioned Jurisdictions on charterers’ instructions and/or without our consent. If such activities result in violation of applicable sanctions or embargo laws, we could be subject to monetary fines, penalties, suspension of our license to operate or other sanctions, and our reputation and the market for our ordinary shares could adversely affected

The applicable sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time as is the case with the war in Ukraine. Current or future counterparties of ours may be or become affiliated with persons or entities that are now or may in the future be the subject of sanctions imposed by the U.S. Government, the European Union, and/or other international bodies. If we determine that such sanctions or embargoes require us to terminate existing or future contracts to which we, or our subsidiaries are a party or if we are found to be in violation of such applicable sanctions or embargoes, we could face monetary fines, we may suffer reputational harm and our results of operations may be adversely affected.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations in 2021, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in reputational damages, fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us.

Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.

Terrorist attacks, the outbreak of war, or the existence of international hostilities could damage the world economy, adversely affect the availability of and demand for crude oil and petroleum products and adversely affect both the Company’s ability to charter its vessels and the charter rates payable under any such charters. In addition, Euronav operates in a sector of the economy that is likely to be adversely impacted by the effect of political instability, terrorist or other attacks, war or international hostilities. In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea in connection with the recent conflicts between Russia and the Ukraine.

Recent developments in the Ukraine region and continuing conflicts in the Middle East may lead to additional armed conflicts around the world, which may contribute to further economic instability in the global financial markets and international commerce. Additionally, any escalations between the North Atlantic Treaty Organization countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry.

Beginning in February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which may adversely impact our business, given Russia’s role as a major global exporter of crude oil and natural gas. Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.

On March 8, 2022, President Biden issued an executive order prohibiting the import of certain Russian energy products into

the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal. Additionally, the

executive order prohibits any investments in the Russian energy sector by US persons, among other restrictions.

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These uncertainties could also adversely affect our ability to obtain additional financing or insurance on terms acceptable to us or at all. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

These factors could also increase the costs to the Company of conducting its business, particularly crew, insurance and security costs, and prevent or restrict the Company from obtaining insurance coverage, all of which have a material adverse effect on our business, financial condition, results of operations and cash flows.

The continuing effects of the COVID-19 pandemic and other outbreaks of epidemic and pandemic diseases and governmental responses thereto could materially and adversely affect our business, financial condition, and results of operations.

Since the beginning of calendar year 2020, the outbreak of COVID-19 that originated in China in late 2019 and that has spread to most nations around the globe has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus, including travel bans, quarantines, and other emergency public health measures, and a number of countries implemented lockdown measures. These measures resulted in a significant reduction in global economic activity and extreme volatility in the global financial markets. While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstituted in the event of any resurgence in the COVID-19 virus or any variants thereof. If the COVID-19 pandemic continues on a prolonged basis or becomes more severe, the adverse impact on the global economy and the rate environment for tanker vessels may deteriorate and our operations and cash flows may be negatively impacted. Relatively weak global economic conditions during periods of volatility have and may continue to have a number of adverse consequences for tanker and other shipping sectors, including, among other things:

•Low charter rates, particularly for vessels employed on short-term time charters or in the spot market;

•Decreases in the market value of tanker vessels and limited second-hand market for the sale of vessels;

•Limited financing for vessels;

•Loan covenant defaults; and

•Declaration of bankruptcy by certain vessel operators, vessel owners, shipyards and charterers.

The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen, even after the pandemic itself diminishes or ends. Companies, including us, have also taken precautions, such as requiring employees to work remotely and imposing travel restrictions, while some other businesses have been required to close entirely. Moreover, we face significant risks to our personnel and operations due to the COVID-19 pandemic. Our crews face risk of exposure to COVID-19 as a result of travel to ports in which cases of COVID-19 have been reported. Our shore-based personnel likewise face risk of such exposure, as we maintain offices in areas that have been impacted by the spread of COVID-19.

Measures against COVID-19 in a number of countries have restricted crew rotations on our vessels, which may continue or become more severe. As a result, in 2021, we experienced and may continue to experience disruptions to our normal vessel operations caused by increased deviation time associated with positioning our vessels to countries in which we can undertake a crew rotation in compliance with such measures. Delays in crew rotations have led to issues with crew fatigue and may continue to do so, which may result in delays or other operational issues. We have had and expect to continue to have increased expenses due to incremental fuel consumption and days in which our vessels are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage. We may also incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment. In 2021, delays in crew rotations have also caused us to incur additional costs related to crew bonuses paid to retain the existing crew members on board and may continue to do so.

The COVID-19 pandemic and measures in place against the spread of the virus have led to a highly difficult environment in which to dispose of vessels given difficulty to physically inspect vessels. The impact of COVID-19 has also resulted in reduced industrial activity globally, and more specifically, in China with temporary closures of factories and other facilities, labor shortages and restrictions on travel. We believe these disruptions along with other seasonal and market factors, including lower demand for some of the cargoes we carry, have contributed to lower tanker rates in 2021.

The ultimate extent to which the COVID-19 pandemic impacts our business, financial condition, and results of operations will depend on future developments, which are highly uncertain, difficult to predict, and subject to change, including, but not limited to, the duration, scope, severity, proliferation of variants and increase in the transmissibility of the virus, its impact on the global economy, actions taken to contain or limit the impact of COVID-19, such as the availability of an effective vaccine or treatment, geographic variation in how countries and states are handling the pandemic, how long current restrictions over travel and economic activity in many countries across the globe remain in place over the course of the pandemic, and how quickly and to what extent normal economic and operating conditions may potentially resume.

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Effects of the current and any future pandemic may include, among others: deterioration of economic conditions and activity and of demand for oil and other petroleum products; operational disruptions to us (such as but not limited to, crew rotation and crew fatigue) or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel restrictions for individuals and vessels and quarantining and physical distancing); potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies and (c) maintenance (including access to spare parts), modifications or repairs to, or drydocking of, our existing vessels due to worker health or other business disruptions; reduced cash flow and financial condition, including potential liquidity constraints; potential reduced access to capital as a result of any credit tightening generally or due to continued declines in global financial markets; potential reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels; potential decreases in the market values of our vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants; potential disruptions, delays or cancellations in the construction of new vessels, which could reduce our future growth opportunities; potential non-performance by counterparties relying on force majeure clauses and potential deterioration in the financial condition and prospects of our customers, joint venture partners or other business partners.

Our international operations expose us to additional costs and legal and regulatory risks, which could have a material adverse effect on our business, results of operations and financial conditions.

We operate worldwide, where appropriate, through agents or other intermediaries. Compliance with complex local, foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business. These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation, enforceable as from May 25, 2018 and the EU-US Privacy Shield Framework, as adopted by the European Commission on July 12, 2016), labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. laws such as the FCPA and other U.S. federal laws and regulations established by the office of Foreign Asset Control, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers.

Given the high level of complexity of these laws, there is a risk that we, our agent or other intermediaries may inadvertently breach certain provisions thereunder. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and required policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

The worldwide operation of an ocean-going vessel carries inherent operational risks as well. Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, and acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, disease, quarantine and other circumstances or events.

Furthermore, changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.

In addition, international shipping is subject to various security and customs inspections and related procedures in countries of origin and destination and trans-shipment points. Inspection procedures can result in the seizure of the cargo and/or our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us

Dependence on third party service providers.

The Company currently outsources to third party service providers certain management services of its fleet, including certain aspects of technical, commercial and crew management. In particular, the Company has entered into ship management agreements that assign technical and crew management responsibilities to a third party technical manager for 20% of the Company’s fleet and the Company has transferred commercial management of part of its fleet to the TI Pool.

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In such outsourcing arrangements, the Company has transferred direct control over technical, crew and commercial management of the relevant vessels, while maintaining significant oversight and audit rights, and must rely on third party service providers to, among other things:

•Comply with their respective contractual commitments and obligations owed to the Company, including with respect to safety, security, quality, proper crew management and environmental compliance of the operations of the Company’s vessels;

•Comply with requirements imposed by the U.S. government, the UN and the EU (i) restricting certain transactions and calls on ports located in countries that are subject to sanctions and embargoes and (ii) prohibiting bribery and other corrupt practices;

•Respond to changes in customer demands for the Company’s vessels;

•Obtain supplies and materials necessary for the operation and maintenance of the Company’s vessels; and

•Mitigate the impact of labor shortages and/or disruptions relating to crews on the Company’s vessels.

The failure of third-party service providers to meet such commitments could lead to legal liability for or other damages to the Company. The third-party service providers the Company has selected may not provide a standard of service comparable to that which the Company would provide for such vessels if the Company directly provided such services. The Company relies on its third-party service providers to comply with applicable law, and a failure by such providers to comply with such laws may subject the Company to liability or damage its reputation even if the Company did not engage in the conduct itself. Furthermore, damage to any such third party’s reputation, relationships or business may reflect on the Company directly or indirectly, and could have a material adverse effect on the Company’s reputation and business.

The third-party managers have the right to terminate their agreements. If the third-party manager exercises that right, the Company will be required either to enter into substitute agreements with other third parties or to assume those management duties. The Company may not succeed in negotiating and entering into such agreements with other third parties and, even if it does so, the terms and conditions of such agreements may be less favorable to the Company. Furthermore, if the Company is required to dedicate internal resources to managing its fleet (including, but not limited to, hiring additional qualified personnel or diverting existing resources), that could result in increased costs and reduced efficiency and profitability. Any such changes could result in a temporary loss of customer approvals, could disrupt the Company’s business and have a material adverse effect on the Company’s business, results of operations and financial condition.

Risks Relating to Legal and Regulatory Matters

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

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

Environmental requirements can also affect the resale value or useful lives of our vessels, could require a reduction in cargo capacity, ship modifications or operational changes or restrictions, could lead to decreased availability of insurance coverage for environmental matters or could result in the denial of access to certain jurisdictional waters or ports or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including clean-up obligations and natural resource damages liability, in the event that there is a release of hazardous materials from our vessels or otherwise in connection with our operations. Environmental laws often impose strict liability for remediation of spills and releases of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. We could also become subject to personal injury or property damage claims relating to the release of hazardous substances associated with our existing or historic operations. Violations of, or liabilities under, environmental requirements can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there

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can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

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

Please see “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations on Tankers and FSOs” for a discussion of the environmental and other regulations applicable to us.

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

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

Because such conventions, laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.

Please see “Item 4. Information on the Company—B. Business Overview—Environmental and Other Regulations on Tankers and FSOs” for a discussion of the environmental and other regulations applicable to us.

Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.

The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Hong Kong Convention, aims to ensure ships, being recycled once they reach the end of their operational lives, do not pose any unnecessary risks to the environment, human health and safety. The Hong Kong Convention, which would enter into force 24 months after the date on which 15 IMO Member States have ratified or approved, has yet to be ratified by the required number of countries to enter into force. Upon the Hong Kong Convention's entry into force, each ship sent for recycling will have to carry an inventory of its hazardous materials. The hazardous materials, whose use or installation are prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled.

On November 20, 2013, the European Parliament and the Council of the EU adopted the Ship Recycling Regulation, which retains the requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of an EU Member State may be recycled only in facilities included on the European list of permitted ship recycling facilities.

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These regulatory requirements may lead to cost escalation by shipyards, repair yards and recycling yards. This may then result in a decrease in the residual recycling value of a vessel which could potentially not cover the cost to comply with the latest requirements, which may have an adverse effect on our future performance, results of operations, cash flows and financial position.

Regulations relating to ballast water discharge may adversely affect our revenues and profitability.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the International Oil Pollution Prevention or IOPP renewal survey, existing vessels constructed before September 8, 2017 are required to comply with the updated D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Vessels constructed (keel-laid) on or after September 8, 2017 are required to comply with the D-2 standards on or after September 8, 2017. We currently have 21 vessels that do not comply with the updated guideline and costs of compliance may be substantial and adversely affect our revenues and profitability.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (VGP) program and U.S. National Invasive Species Act (NISA) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act or VIDA, which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP, within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incident Discharge National Standards of Performance under VIDA. Within two years after the EPA publishes its final Vessel Incidental Discharge National Standards of Performance, the U.S. Coast Guard must develop corresponding implementation, compliance and enforcement regulations regarding ballast water. The new regulations could require the installation of new equipment, which may cause us to incur substantial additional costs which may adversely affect our profitability.

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

Due to concern over the risk of climate change, a number of countries, the European Commission and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, taxonomy of ‘green’ economic activities, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, IMO's Marine Environment Protection Committee (MEPC) announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy Efficiency Design Index (EEDI) for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.

The European Commission has proposed adding shipping to the Emission Trading Scheme (ETS) as of 2023 with a phase-in period. It is expected that shipowners will need to purchase and surrender a number of emission allowances that represent their recorded carbon emission exposure for a specific reporting period. The person or organisation responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organisation or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. Compliance with the Maritime EU ETS could result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

Territorial taxonomy regulations in geographies where we are operating and are regulatory liable, such as EU Taxonomy, might jeopardize the level of access to capital. For example, the EU has already introduced a set of criteria for economic activities which should be framed as ‘green’, called EU Taxonomy. As long as we are an EU-based company meeting the Non-Financial Reporting Directive (NFRD) prerequisites, we will be eligible for reporting our Taxonomy eligibility and alignment. Based on the current version of the Regulation, companies that own assets tailored and dedicated to shipping fossil fuels are considered as not aligned with EU Taxonomy. The outcome of such provision might be either an increase in the cost of capital and/or gradually reduced access to financing.

Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of "fuel oil used on board" includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur

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fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other alternative energy sources, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition to the peak oil risk from a demand perspective, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Risk Factors Relating to Tax Matters

United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States shareholders.

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

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

There is substantial legal authority supporting this position, consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States federal income tax consequences and incur certain information reporting obligations. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be subject to United States federal income tax at the then prevailing rates on ordinary income plus interest, in respect of excess distributions and upon any gain from the disposition of their ordinary shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the ordinary shares.

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See “Item 10. Additional Information E. Taxation-Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.

We may have to pay tax on United States source shipping income, or taxes in other jurisdictions, which would reduce our net earnings.

Under the Code, 50% of the gross shipping income of a corporation that owns or charters vessels, as we and our subsidiaries do, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States may be subject to a 4% United States federal income tax without allowance for deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the regulations promulgated thereunder by the United States Department of the Treasury or an applicable U.S. income tax treaty.

We and our subsidiaries continue to take the position that we qualify for either this statutory tax exemption or exemption under an income tax treaty for United States federal income tax return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and thereby become subject to United States federal income tax on our United States source shipping income. For example, we may no longer qualify for exemption under Section 883 of the Code for a particular taxable year if shareholders with a five percent or greater interest in our ordinary shares (5% Shareholders) owned, in the aggregate, 50% or more of our outstanding ordinary shares for more than half the days during the taxable year, and there does not exist sufficient 5% Shareholders that are qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders from owning 50% or more of our ordinary shares for more than half the number of days during such taxable year or we are unable to satisfy certain substantiation requirements with regard to our 5% Shareholders. Due to the factual nature of the issues involved, there can be no assurances on the tax-exempt status of us or any of our subsidiaries.

If we or our subsidiaries were not entitled to exemption under Section 883 of the Code for any taxable year, we or our subsidiaries could be subject for such year to an effective 2% United States federal income tax on the shipping income we or they derive during such year which is attributable to the transport of cargoes to or from the United States. The imposition of this taxation would have a negative effect on our business and would decrease our earnings available for distribution to our shareholders.

We may also be subject to tax in other jurisdictions, which could reduce our earnings.

Our shareholders residing in countries other than Belgium may be subject to double withholding taxation with respect to dividends or other distributions made by us.

Any dividends or other distributions we make to shareholders will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, amongst others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by us. Our shareholders residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Treaty. The U.S.-Belgium Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Treaty. The 5% withholding tax applies in cases where the U.S. shareholder is a company which holds at least 10% of the shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a company which has held at least 10% of the shares in the Company for at least 12 months, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Treaty.

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

Shortly after its incorporation in 2003, Euronav applied for treatment under the Belgian tonnage tax regime. It was declared eligible for this regime by the Federal Finance Department on 23 October 2003 for a ten-year period. In line with the tonnage tax regulations, which are part of the normal corporate tax regime in Belgium, profits from the operation of seagoing vessels are determined on a lump sum basis based on the net registered tonnage of the particular vessels. After this

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first ten-year period had elapsed, the tonnage tax regime has been automatically renewed for another ten-year period. This tonnage tax replaces all factors that are normally taken into account in traditional tax calculations, such as profit or loss, operating costs, depreciation, gains and the offsetting of past losses of the revenues taxable in Belgium.

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

Euronav is also operating vessels under Belgian, French, Greek, Marshall Island and Liberian Flag for which the Company is paying the required tonnage tax in these particular jurisdictions.

There is, however, no guarantee that the tonnage tax regime will not be reversed or that other forms of taxation will not be imposed such as, but not limited to, a global minimum tax, a carbon tax or emissions trading system in the context of the discouragement of the use of fossil fuels. To the extent such changes would be implemented on the EU level only, the global level playing field may be distorted and put the company in a weaker competitive position compared to its non-EU peer companies.

Risks Relating to Investment in our Ordinary Shares

The price of our common shares has fluctuated in the past, has been volatile and may be volatile in the future, and as a result, investors in our common shares could incur substantial losses.

Our share price may be highly volatile and future sales of our ordinary shares could cause the market price of our ordinary shares to decline.

The market price of our ordinary shares has historically fluctuated over a wide range and may continue to fluctuate significantly in response to many factors, such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic, regulatory and ESG trends, general market conditions, rumors, fabricated news, business interruptions caused by the outbreak of COVID-19 and other factors, many of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume variability due to various factors, including the prospect of increased interest rates, notable market fluctuations in the first calendar quarter of 2022 to date. If the volatility in the market continues or worsens, it could have an adverse effect on the market price of our ordinary shares and impact a potential sale price if holders of our ordinary shares decide to sell their shares.

Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future. The price of our common shares has ranged from a price of between $7.75 and $11.11 between January 1, 2021 and December 31, 2021 without any discernible announcements or developments by the company or third parties to substantiate the movement of our stock price. Out stock prices may experience rapid and substantial decreases or increases in the foreseeable future that are unrelated to our operating performance or prospects. In addition, the ongoing outbreak of the novel COVID-19 virus has caused broad stock market and industry fluctuations. The stock market in general and the market for shipping companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may experience substantial losses on their investment in our common shares. The market price for our common shares may be influenced by many factors, including the following:

•Investor reaction to our business strategy;

•Shareholder activism;

•Our continued compliance with the listing standards of NYSE and/or Euronext;

•Regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry, including those related to climate change;

•Variations in our financial results or those of companies that are perceived to be similar to us;

•Our ability or inability to raise additional capital and the terms on which we raise it;

•Declines in the market prices of stocks generally;

•Trading volume of our common shares;

•Shorting activity in relation to our share;

•Sales of our common shares by us or our stockholders;

•General economic, industry and market conditions; and

•Other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, such as the ongoing COVID-19 pandemic, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.

These broad market and industry factors may seriously harm the market price of our common shares, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value. Since the stock price of our common shares has fluctuated in the past, has

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been recently volatile and may be volatile in the future, investors in our common shares could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices.

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

From time to time our Supervisory Board may authorize a share buyback within the Belgian legal framework. There is no guarantee that we will repurchase shares at a level anticipated by stockholders or at all, which could reduce returns to our stockholders. Once authorized, decisions to repurchase our common stock will be at the discretion of our Management Board, based upon a review of relevant considerations.

In accordance with the authorization granted by a general meeting of shareholders held on 23 June 2021, we have the option but not the obligation until July 2027 of buying our own shares back should we believe there is a substantial value disconnect between the share price and the real value of the Company. During 2021 we bought back shares from June 2021 until December 2021. During 2022 as of the date of this annual report, we did not buy back shares.

As of April 1, 2022 we owned 18,346,732 of our own shares (8,34% of the total outstanding shares). We may continue to buy back our shares opportunistically under the conditions laid down by law and subject to a valid authorization. The extent to which we do so and the timing of these purchases, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations.

The Supervisory Board’s determination to repurchase shares of our common stock will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and other factors that the Supervisory Board deems relevant. Based on an evaluation of these factors, the Supervisory Board may determine not to repurchase shares or to repurchase shares at reduced levels compared to historical levels, any or all of which could reduce returns to our stockholders. The Supervisory Board may suspend or discontinue this authorization at any time.

Although we have a dividend policy that includes a fixed component, we cannot assure you that we will declare or pay any dividends. The tanker industry is volatile and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends in any period.

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

Our current dividend policy is as follows: we intend to pay a minimum fixed dividend of at least $0.12 in total per share per year provided the Company has in the view of the Supervisory Board, sufficient balance sheet strength and liquidity combined with sufficient earnings visibility from fixed income contracts. In addition, if the results per share are positive and exceed the amount of the fixed dividend, the resulting excess income will be considered for allocation to either additional cash dividends, share buy-backs, accelerated amortization of debt or the acquisition of vessels that the Supervisory Board considers at that time to be accretive to shareholders’ value.

Additional guidance to the above stated policy as applied to our final results for the year ended on December 31, 2019 and to our quarterly results as from 2020 onwards, was provided by our Supervisory Board by way of a press release dated January 9, 2020, as follows:

•Each quarter the Company will target to return 80% of net income (including the fixed element of $0.03 per quarter) to shareholders.

•This return to shareholders will primarily be in the form of a cash dividend and the Company will always look at stock repurchase as an alternative if it believes more value can be created for shareholders.

•The Company retains the right to return more than 80% should the circumstances allow it.

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As part of its distribution policy, the Company will continue to include exceptional capital losses when assessing additional dividends but also continue to exclude exceptional capital gains when assessing additional dividend payments. As part of its distribution policy the Company will not include non-cash items affecting the results such as deferred tax assets or deferred tax liabilities.

Our Supervisory Board will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.

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

Please see “Item 5. Operating and Financial Review and Prospects” for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness.

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

We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

Future issuances and sales of our ordinary shares could cause the market price of our ordinary shares to decline.

As of December 31, 2021, our issued (and fully paid up) share capital was $239,147,505.82 which was represented by 220,024,713 shares. As of December 31, 2021, we had:

•201,677,981 ordinary shares outstanding, and

•18,346,732 treasury shares.

By decision at our Shareholders’ Special Meeting held on June 23, 2021, our Supervisory Board has been authorized to acquire a maximum of 10% of the existing shares or profit shares during a period of five years, at a price per share not exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01. Shares bought back by us, can be cancelled or can be held as treasury shares, at the option of the Company.

Under Belgian corporate laws, the voting rights related to treasury shares are suspended and treasury shares give no entitlement to dividend. We may at any time transfer all or part of our treasury shares to a third party, at which time the corresponding voting rights will cease to be suspended and the shares will again give their holder entitlement to dividend. Our shareholders may incur dilution from any such future transfer.

Additionally, by decision of our shareholders’ meeting held on February 20, 2020, our Supervisory Board has been authorized to increase our share capital in one or several times by a total maximum amount of $25,000,000 (with possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) or $120,000,000 (without the possibility for our Supervisory Board to restrict or suspend the preferential subscription rights of our existing shareholders) during a period of five years as from the date of publication of the decision, subject to the terms and conditions to be determined by our Supervisory Board.

Issuances and sales of a substantial number of ordinary shares in the public market, or the perception that these issuances or sales could occur, may depress the market price for our ordinary shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. We intend to issue additional ordinary shares in the future. Our shareholders may incur dilution from any future equity offering.

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

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

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

Civil liabilities based upon the securities and other laws of the United States may not be enforceable in original actions instituted in Belgium or in actions instituted in Belgium to enforce judgments of U.S. courts.

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

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

•The judgment did not violate the rights of the defendant;

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

•The judgment is not subject to further recourse under U.S. law;

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

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

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

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

•The judgment submitted to the Belgian court is authentic.

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ITEM 4.    INFORMATION ON THE COMPANY

A.          History and Development of the Company

Euronav NV was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term. Our Company has the legal form of a public limited liability company (naamloze vennootschap/société anonyme). Our registered office is located at De Gerlachekaai 20, 2000 Antwerpen, Belgium and our telephone number is +32 3 247 44 11.

Our ordinary shares have traded on Euronext Brussels since December 2004. In January 2015, we completed our underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, and our ordinary shares commenced trading on the New York Stock Exchange, or NYSE. In March 2015, we completed our offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by our affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged.  Our ordinary shares currently trade on the NYSE and Euronext Brussels under the symbol "EURN."

On June 12, 2018 we completed the merger with Gener8 Maritime Inc. (Gener8), a corporation organized under the laws of the Republic of the Marshall Islands whereby Gener8 became our wholly-owned subsidiary. Prior to the merger, Gener8 was a leading U.S.-based provider of international seaborne crude oil transportation services that resulted from a merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager. At the date of the merger with Gener8, Gener8 owned a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, six Suezmax vessels, and two LR1 vessels, with an aggregate carrying capacity of approximately 7.4 million deadweight tons or DWT, which included 19 “eco” VLCC newbuildings delivered from 2015 through 2017 equipped with advanced, fuel-saving technology, that were constructed at reputable shipyards.

The merger with Gener8 created a world leading independent crude tanker operator with 74 large crude tankers focused predominately on the VLCC and Suezmax asset classes and two FSO vessels in joint venture and provides tangible economies of scale via pooling arrangements, procurement opportunities, reduced overhead and enhanced access to capital. Furthermore the combined company offers investors a well-capitalized and more liquid company in the tanker market.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed at http://www.sec.gov. Our website address is https://www.euronav.com/en/. The information contained on these websites do not form a part of this annual report.

For information about the development of our fleet, please see "Item 5. Operating and Financial Review and Prospects—Fleet Development."

B.          Business Overview

We are a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. As of April 1, 2022, we owned or operated a modern fleet of 72 vessels (including six chartered-in vessels) with an aggregate carrying capacity of approximately 18.5 million deadweight tons, or dwt, consisting of 41 very large crude carriers, or VLCCs, two V-plus, 27 Suezmax vessels, and two floating, storage and offloading vessels, or FSOs (both owned through 50/50 joint ventures). The average age of our fleet as of April 1, 2022 was approximately 7.93 years for our VLCC fleet and 11.01 years for our Suezmax fleet, as compared to an industry average age as of April 1, 2022 of approximately 10.19 years for the VLCC fleet and 11.1 years for the Suezmax fleet.

We currently charter our vessels on time charters, non-exclusively, to leading international energy companies, such as North Oil Company, or NOC (whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited) and Valero or their respective subsidiaries, although there is no guarantee that these companies will continue their relationships with us.

We pursue a chartering strategy that seeks an optimal mix of employment of our vessels depending on the fluctuations of freight rates in the market and our own judgment as to the direction of those rates in the future. Our vessels are therefore routinely employed on a combination of spot market voyages, fixed-rate contracts and long-term time charters, which typically include a profit sharing component.

We principally employ our VLCCs through the TI Pool, a spot market-oriented pool in which we were a founding member in 2000.

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As of April 1, 2022, 20 of our vessels were employed directly in the spot market, 40 of our vessels were employed in the TI Pool, eight of our vessels were employed on long-term charters, of which the average remaining duration is two years, including four with profit sharing components, and our two FSOs owned in joint venture were employed on long-term service contracts. Regarding the two V-Plus vessels, one of them is idle (Europe) and the other one (Oceania) is used for storage.

While we believe that our chartering strategy allows us to capitalize  on opportunities in an environment of increasing rates by maximizing our exposure to the spot market, our vessels operating in the spot market may be subject to market downturns to the extent spot market rates or need for spot voyages decline.

At times when the freight market may become more challenging, we typically shift our exposure to more time charter contracts to the extent allowed by market conditions and potentially dispose of some of our assets which should provide us with incremental stable cash flows and stronger utilization rates supporting our business during periods of market weakness.

We believe that our chartering strategy and our fleet size management, combined with the leadership of our experienced management team should enable us to capture value during cyclical upswings and to withstand the challenging operating environment such as the one seen in the years from 2010 to 2013, 2018 and again since 2021.

In contrast to a very strong 2020, 2021 has been a very challenging year in terms of financial performance. The VLCC and Suezmax freight rates continued to trade at depressed levels and the expected recovery of the tanker market never materialized due to extended worldwide lockdowns caused by new COVID-19 variants. Furthermore, freight rates were trading in a narrow band without the usual volatility or seasonality.

Another influencing factor was the fact that the oil market was in backwardation, and so there was no need for storage. Oil prices and related bunker prices reached record highs, hence further reducing our earnings.

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Our Fleet

Set forth below is certain information regarding our fleet as of April 1, 2022.

Vessel Name	Type	Deadweight Tons (dwt)	Year Built	Shipyard (1)	Charterer	Employment	Charter Expiry Date (2)
Owned Vessels
Cap Leon	Suezmax	159,049	2003	Samsung		Spot	N/A
Cap Pierre	Suezmax	159,083	2004	Samsung		Spot	N/A
Bari	Suezmax	159,186	2005	Hyundai		Spot	N/A
Cap Charles	Suezmax	158,881	2006	Samsung	Valero	Time Charter	May-22
Cap Guillaume	Suezmax	158,889	2006	Samsung		Spot	N/A
Cap Philippe	Suezmax	158,920	2006	Samsung		Spot	N/A
Statia	Suezmax	150,205	2006	Universal		Spot	N/A
Cap Lara	Suezmax	158,826	2007	Samsung		Spot	N/A
Cap Victor	Suezmax	158,853	2007	Samsung		Spot	N/A
Sienna	Suezmax	150,205	2007	Universal		Spot	N/A
Selena	Suezmax	150,205	2007	Universal		Spot	N/A
Cap Felix	Suezmax	158,765	2008	Samsung		Spot	N/A
Cap Theodora	Suezmax	158,819	2008	Samsung		Spot	N/A
Sapphira	Suezmax	150,205	2008	Universal		Spot	N/A
Fraternity	Suezmax	157,714	2009	Samsung		Spot	N/A
Sofia	Suezmax	165,000	2010	Hyundai		Spot	N/A
Stella	Suezmax	165,000	2011	Hyundai		Spot	N/A
Captain Michael	Suezmax	157,648	2012	Samsung		Spot	N/A
Maria	Suezmax	157,523	2012	Samsung		Spot	N/A
Cap Corpus Christi	Suezmax	156,600	2018	Hyundai	Valero	Time Charter (3)	Oct-25
Cap Pembroke	Suezmax	156,600	2018	Hyundai	Valero	Time Charter (3)	Jun-25
Cap Port Arthur	Suezmax	156,600	2018	Hyundai	Valero	Time Charter (3)	Oct-25
Cap Quebec	Suezmax	156,600	2018	Hyundai	Valero	Time Charter (3)	Jun-25
Cedar	Suezmax	157,300	2022	Daehan	Vitol	Time Charter	Apr-22
Cypress	Suezmax	157,300	2022	Daehan	Vitol	Time Charter	Apr-22
Daishan	VLCC	306,005	2007	Daewoo		TI Pool	N/A
Dalma	VLCC	306,543	2007	Daewoo		TI Pool	N/A
Hakata	VLCC	302,550	2010	Universal		TI Pool	N/A
Hakone	VLCC	302,624	2010	Universal		TI Pool	N/A
Hirado	VLCC	302,550	2011	Universal		TI Pool	N/A
Sandra	VLCC	323,527	2011	STX		TI Pool	N/A
Sara	VLCC	323,183	2011	STX		TI Pool	N/A
Alsace	VLCC	320,350	2012	Samsung		TI Pool	N/A
Ilma	VLCC	314,000	2012	Hyundai		TI Pool	N/A
Ingrid	VLCC	314,000	2012	Hyundai		TI Pool	N/A
Iris	VLCC	314,000	2012	Hyundai		TI Pool	N/A
Simone	VLCC	313,988	2012	STX	Petrobras	Time Charter	Jun-22
Sonia	VLCC	314,000	2012	STX		TI Pool	N/A
Hojo	VLCC	302,965	2013	JMU		TI Pool	N/A
Antigone	VLCC	299,421	2015	Hyundai		TI Pool	N/A
Dia	VLCC	299,999	2015	Daewoo	Valero	TI Pool	N/A
Dominica	VLCC	299,999	2015	Daewoo		TI Pool	N/A
Aegean	VLCC	299,999	2016	Hyundai		TI Pool	N/A
Alboran	VLCC	298,991	2016	Hyundai		TI Pool	N/A
Alex	VLCC	299,445	2016	Hyundai		TI Pool	N/A
Alice	VLCC	299,320	2016	Hyundai		TI Pool	N/A

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Andaman	VLCC	299,392	2016	Hyundai	TI Pool	N/A
Anne	VLCC	299,533	2016	Hyundai	TI Pool	N/A
Arafura	VLCC	298,991	2016	Hyundai	TI Pool	N/A
Aral	VLCC	299,999	2016	Hyundai	TI Pool	N/A
Desirade	VLCC	299,999	2016	Daewoo	TI Pool	N/A
Donoussa	VLCC	299,999	2016	Daewoo	TI Pool	N/A
Drenec	VLCC	299,999	2016	Daewoo	TI Pool	N/A
Amundsen	VLCC	298,991	2017	Hyundai	TI Pool	N/A
Aquitaine	VLCC	298,767	2017	Hyundai	TI Pool	N/A
Ardeche	VLCC	298,642	2017	Hyundai	TI Pool	N/A
Hatteras	VLCC	297,363	2017	Hanjin Subic	TI Pool	N/A
Heron	VLCC	297,363	2017	Hanjin Subic	TI Pool	N/A
Delos	VLCC	300,200	2021	Daewoo	TI Pool	N/A
Dickens	VLCC	300,200	2021	Daewoo	TI Pool	N/A
Diodorus	VLCC	300,200	2021	Daewoo	TI Pool	N/A
Doris	VLCC	300,200	2021	Daewoo	TI Pool	N/A
Europe	V-Plus	441,561	2002	Daewoo	Idle	N/A
Oceania	V-Plus	441,561	2003	Daewoo	Storage	N/A
Total DWT—Owned Vessels		16,064,395

Vessel Name	Type	Deadweight Tons (dwt)	Year Built	Shipyard (1)	Charterer	Employment	Chartered-In Expiry Date
Chartered-In Vessels
Nautica	VLCC	307,284	2008	Dalian		TI Pool	Jun-24
Nectar	VLCC	307,284	2008	Dalian		TI Pool	Jun-24
Noble	VLCC	307,284	2008	Dalian		TI Pool	Jun-24
Newton	VLCC	307,284	2009	Dalian		TI Pool	Feb-24
Marlin Sardinia	Suezmax	156,607	2019	New Times Shipbuilding		Spot	Oct-22
Marlin Somerset	Suezmax	156,620	2019	New Times Shipbuilding		Spot	Nov-22
Total DWT Chartered-In Vessels		1,542,363
FSO Vessels
FSO Africa (4)	FSO	442,000	2002	Daewoo	NOC	Service Contract	Sep-32
FSO Asia (4)	FSO	442,000	2002	Daewoo	NOC	Service Contract	Jul-32
Total DWT FSO Vessels		442,000

(1)As used in this report, "Samsung" refers to Samsung Heavy Industries Co., Ltd, "Hyundai" refers to Hyundai Heavy Industries Co., Ltd., "Universal" refers to Universal Shipbuilding Corporation, "Hitachi refers to Hitachi Zosen Corporation, "Daewoo" refers to Daewoo Shipbuilding and Marine Engineering S.A., "JMU" refers to Japan Marine United Corp., Ariake Shipyard, Japan, "Dalian" refers to Dalian Shipbuilding Industry Co. Ltd., "STX" refers to STX Offshore and Shipbuilding Co. Ltd., and "Hanjin" refers to Hanjin Heavy Industry Co. Ltd.

(2)Assumes no exercise by the charterer of any option to extend (if applicable).

(3)Profit sharing component under time charter contracts.

(4)Vessels in which we hold a 50% ownership interest and are only accounted for the share of DWT corresponding to such ownership interest.

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Employment of Our Fleet

Our tanker fleet is employed worldwide through a combination of primarily spot market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. We deploy our two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector. For the year 2022, our fleet is currently expected to have approximately 26,342 available days for hire, of which, as of April 1, 2022, 88.5% are expected to be available to be employed on the spot market, either directly or through the TI Pool, 5.5% are expected to be available to be employed on fixed time charters with a profit sharing element and 6.0% are expected to be available to be employed on fixed time charters without a profit sharing element.

Spot Market

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, we pay voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue we generate in the spot market is less predictable, we believe our exposure to this market provides us with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. As of April 1, 2022, we employed 20 of our vessels directly in the spot market.

Tankers International Pool

Euronav principally employs and commercially manages its VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow it and other TI Pool participants, consisting of unaffiliated third-party owners and operators of similarly sized vessels, or Pool Participants, to gain economies of scale, obtain increased cargo, flow of information, logistical efficiency and greater vessel utilization. As of April 1, 2022, the TI Pool was comprised of 58 vessels, including 40 of Euronav’s VLCCs.

By pooling its VLCCs with those of other shipowners, Euronav is able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for its vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel's speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. In 2021, TI Pool membership costs were approximately $580.48 per vessel per day (with each vessel receiving its proportional share of pool membership expenses, excluding pool credit line costs).

In 2017, the corporate structure of the TI Pool was rationalized. This new structure allowed the TI Pool to arrange for a credit line financing. This credit line is used to fund the working capital in the ordinary course of TI Pool's business of operating a pool of tankers vessels, including but not limited to the purchase of bunker fuel, the payment of expenses relating to specific voyages and supplies of pool vessels, commissions payable on fixtures, port costs, expenses for hull and propeller cleaning, canal costs, insurance costs for the account of the pool, and insurance and fees payable for towage of vessels.

Tankers (UK) Agencies Limited, of which Euronav owns 50% of the outstanding voting shares, is the manager of the pool and is also responsible for the commercial management of the Pool Participants, including negotiating and entering into vessel employment agreements on behalf of the Pool Participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.

Time Charters

Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help Euronav mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, Euronav may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. Euronav may also enter into time-charter contracts

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with profit-sharing arrangements, which it believes will enable Euronav to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract. As of April 1, 2022, Euronav employed eight of its vessels on fixed-rate time charters with an average remaining duration of two years, including four vessels with profit-sharing components based on a percentage of the excess between the prevailing applicable market rate and the base charter rate.

FSOs and Offshore Service Contracts

We currently deploy our two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium.

Technical and Commercial Management of our Vessels

A majority of Euronav’s vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Its in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.

In addition to Euronav’s in-house fully integrated technical management, Euronav utilizes the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to Euronav’s vessels and are supervised by an experienced in-house oversight team. Euronav currently contracts Northern Marine Management Limited (part of Northern Marine Group) and Anglo Eastern group of companies (through some of their wholly-owned subsidiaries) The services provided by Euronav’s third party technical management are very similar to Euronav’s own technical management and involves part or all of the day-to-day management of vessels.

Euronav’s VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, excluding voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2021, Euronav paid an aggregate of $8.8 million for the commercial management of Euronav’s vessels operating in the TI Pool.

Euronav’s Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for Euronav’s vessels.

Euronav’s time chartered vessels are managed by Euronav’s operations department based in Antwerp.

Competition

The operation of tanker vessels and transportation of crude and petroleum products is extremely competitive. We compete with other tanker owners, including major oil companies as well as independent tanker companies.

Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies, some of whom have substantially greater resources than we do. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage.

We currently operate all of our vessels in the spot market, either directly or through the TI Pool, or on time charter or service agreement for the FSOs. For our vessels that operate in the TI Pool, Tankers UK Agencies Ltd. (TUKA), the pool manager, is responsible for their commercial management, including marketing, chartering, operating and purchasing bunker (fuel oil) for the vessels.

From time to time, we may also arrange our time charters and voyage charters in the spot market through the use of brokers, who negotiate the terms of the charters based on market conditions.

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Seasonality

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Peaks in tanker demand quite often precede seasonal oil consumption peaks, as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can broadly be classified into two main categories:

1.Increased demand prior to Northern Hemisphere winters as heating oil consumption increases, and

2.Increased demand for gasoline prior to the summer driving season in the United States.

Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may result in quarter-to-quarter volatility in our operating results, as many of our vessels trade in the spot market. Seasonal variations in tanker demand will affect any spot market related rates that we may receive.

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THE INTERNATIONAL OIL TANKER SHIPPING INDUSTRY

All the information and data presented in this section, including the analysis of the international oil tanker shipping industry has been provided by Drewry. Drewry has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, Drewry has advised that: (i) certain information in Drewry’s database is derived from estimates or subjective judgments; (ii) the information in the databases of other maritime data collection agencies may differ from the information in Drewry’s database; and (iii) while Drewry has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures. The Company believes and acts as though the industry and market data presented in this section is reliable.

Overview     

The maritime transport industry is fundamental to international trade as it is the only practicable and economic way of transporting large volumes of many essential commodities and finished goods around the world. In turn, the oil tanker shipping industry represents a vital link in the global energy supply chain, in which larger vessels, such as VLCC, Suezmax and Aframax tankers, play an important role, given their capability to carry large quantities of crude oil.

The oil tanker shipping industry is divided between crude tankers that carry either crude oil or residual fuel oil and product tankers that carry refined petroleum products. The following review specifically focuses on the crude sector. Revenue for an oil tanker shipping company is primarily driven by freight rates paid for transportation capacity. Freight is paid for the movement of cargo between a load port and a discharge port. The cost of moving the ship from a discharge port to the next load port is not directly compensated by the charterers in the freight payment but is an expense of the owners if not on time charter.

In broad terms, the volume of seaborne oil trade is primarily dependent on global and regional economic growth, and to a lesser extent other factors such as changes in regional oil prices. Overall, there is a close relationship between changes in the level of economic activity and changes in the volume of oil moved by sea. With continued strong GDP growth in Asia, seaborne oil trade to emerging Asian markets has been growing significantly. Chinese oil consumption grew at a compound average growth rate (CAGR) of 5.1% from 9.2 million barrels per day (mbpd) in 2011 to 15.2 mbpd in 2021. Asian (excluding China) oil consumption increased at a CAGR of 1.7% during the same period.

The outbreak of COVID-19 severely affected demand of crude oil and refined petroleum products as several major economies enforced lockdowns to contain the spread of the virus and mitigate the damage caused by the pandemic. Accordingly, the world seaborne tanker trade, including crude oil, oil products and chemicals fell 9.1% to 3,105 million tons in 2020. Crude oil trade declined 9.4% and oil products trade declined 10.1% during the same period. However, world seaborne tanker trade grew slightly to 3,120 million tons in 2021 mainly due to a sharp recovery in global oil demand. Global oil demand increased 5.6 mbpd in 2021 fueled by robust economic growth, rising vaccination rates and higher mobility levels. Although oil demand and refinery runs have recovered significantly from the lows of April 2020, they have not fully translated into a significant increase in seaborne tanker trade in 2021 as high oil prices due to the OPEC+ production curbs led to a surge in inventory drawdown.

Several countries authorized emergency use of various COVID-19 vaccines and a widespread availability of these vaccines has played a key role in containing the pandemic, which will support the seaborne trade and tanker demand. Global economic recovery coupled with the recent energy crisis, which started in October 2021, has provided the much-needed boost to oil demand which is now expected to return to the 2019 level in 2022. However, a surge in new COVID cases globally since November 2021 has slowed the recovery in global oil demand to some extent.

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World GDP and crude oil seaborne trade – 2003 to 2021*

(Percent change year on year)

* Provisional estimates for GDP/Trade

Source: IMF, Global Trade Information Services (GTIS), Drewry

Changes in regional oil consumption, as well as a shift in global refinery capacity from the developed to the developing world, is also translating into growing seaborne oil trade distances. For example, a VLCC’s voyage from West Africa to the US Gulf takes 40 days, but a round trip from West Africa to China (a trade which is expanding) takes 65 days, and a round trip from the US Gulf to Far East (a key trade route with growing US crude exports) takes nearly 100 days. The increase in oil trade distances, coupled with increases in world oil demand, has had a positive impact on tanker demand in ton miles (crude and products), which has increased from 10.5 to 12.3 trillion ton miles in the period 2011 to 2021.

Supply in the tanker sector, as measured by its deadweight (dwt) cargo carrying capacity, is primarily influenced by the rate of deliveries of newbuilds from the shipyards in line with their orderbook, as well as the rate of removals from the fleet via vessel scrapping or conversion. After a period of rapid expansion, supply growth in the tanker sector moderated in 2013-14 and the overall tanker fleet expanded just 0.6% in 2014, and a relatively modest 2.7% in 2015. However, in 2016, the crude oil tanker fleet expanded 5.8% due to a high level of newbuilding deliveries during the year and lower levels of scrapping. A further round of newbuilding deliveries took place in 2017 and the world tanker fleet increased another 4.8% despite a rise in scrapping in the second half of the year. Record high demolitions kept a check on fleet growth, and global crude tanker fleet expanded by a marginal 0.3% in 2018 despite the delivery of 101 newbuilds with aggregate capacity of 20.3 million deadweight (mdwt). Global world tanker fleet rose 7.1% year on year to 412.3 mdwt in 2019 primarily due to 39.1% year on year increase in deliveries to 28.3 mdwt. Demolitions declined sharply to two mdwt in 2019 compared with 17.4 mdwt in 2018. Global tanker fleet growth has slowed since 2020 and it increased 1.3% in 2020 and 1.6% in 2021 to 425.5 mdwt.

In terms of ordering activity, new tanker orders from 2010 to 2014 were limited due to the lack of available bank financing and a challenged rate environment, which contributed to the total crude tanker orderbook declining to 13.9% of the existing global tanker fleet capacity as of December 2014, compared with nearly 50% of the existing fleet at its peak in 2008. However, new ordering picked up in the VLCC and Suezmax sectors in late 2014 and 2015 because of the continued strength in the tanker freight market and the exemption from compliance to Tier III NOx emission norms for vessels ordered before January 1, 2016. Ordering activity fell substantially in 2016 and only 39 crude tankers were ordered, compared with 244 in 2015. However, ordering activity picked up again in 2017 with 93 new contracts placed for crude tankers during the year. Weak newbuilding prices were one of the main factors stimulating new ordering. Ordering activity took a backseat in a depressed tanker market, and a total of 73 crude tankers were ordered in 2018. The crude tanker orderbook has thinned down significantly from 2019 as deliveries have outpaced new ordering. The orderbook as a percentage of the fleet has slipped from 12.3% at the start of 2019 to 6.9% at the end of January 2022.

The tanker freight market remained buoyant throughout 2015 and the first half of 2016 on the back of favourable supply/demand dynamics. However, in the second half of 2016, rising newbuilding deliveries outpaced the growth in tanker demand, and hence, there was downward pressure on freight rates. A deluge of newbuilding in 2017 aggravated the situation further and rates fell.

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For example, the average VLCC spot rate on the Arabian Gulf (AG)-Japan route was US$ 22,617 per day (pd) in 2017 compared with US$ 42,183pd in 2016. Oil tanker freight rates declined in the second half of 2016 and 2017 due to a number of factors, including:

i.A surge in newbuilding deliveries that outpaced the growth in tanker demand in 2016 as well as 2017,

ii.Oil production cuts announced by OPEC and higher compliance by the member countries, and

iii.Reduced stockpiling activity by major Asian economies.

Freight rates across vessel class averaged well below breakeven rates for the first nine months of 2018. Suppressed vessel earnings prompted demolitions and 103 crude tankers with aggregate capacity of 17.4 mdwt were sold to scrapyards in 2018. Sluggish fleet growth—on account of record high demolitions and steady increase in the demand for tankers—improved supply-demand dynamics in the last quarter of 2018 to an extent. Vessel earnings surged substantially in the last four months of 2018. Second-hand asset prices moved up in the fourth quarter of 2018, as a result of higher charter rates.

In 2019, crude tanker freight rates benefited from the US sanctions on Cosco Shipping Tanker (Dalian) Co., geopolitical tensions and tight supply. In addition, crude tanker vessel supply was reduced by 1.2% as vessels moved out of trade to fit scrubbers. New orders were constrained as shipowners wanted more clarity to emerge on the availability of scrubber-fitted vessels and LSFO prices. Scrapping came down sharply as owners wanted to benefit from higher freight rates in the second half of 2019. Second-hand asset prices reacted positively to buoyant charter rates.

Crude tanker freight rates saw a sudden spike in the first half of 2020 due to a surge in demand of VLCCs for floating storage. The global oil demand plunged substantially due to lockdown measure adopted by several major economies. However, the rates have normalized since then as OPEC+ and several other key producers curtailed their production to rebalance the oil market. Freight rates declined in 2021 due to inventory drawdown and more vessels joining the supply from floating storage As of January 2022, one-year time charter rate for a five-year-old VLCC was $18,500pd. An increase in newbuild prices in 2021 despite weak vessel earnings was fueled by the increased bargaining power of shipyards as they received increased ordering from other shipping sectors. Increase in newbuild tanker prices coupled with higher demolition prices resulted in higher secondhand vessel prices in 2021 compared to 2022.

The ongoing conflict between Russia and Ukraine is likely to lead to a shift in trade pattern. In case Russia-Ukraine war persists for long, any possible disruption to crude supply from Russia is expected to hurt global crude oil trade and charter rates in crude tanker market considering the global dependence on Russian oil.

World oil demand and production

In 2019, oil accounted for around one-third of global energy consumption. With the exception of 2008, 2009 and 2020, world oil consumption has increased steadily over the past two decades, as a result of increasing global economic activity and industrial production. In recent years, the growth in oil demand has been largely driven by developing countries in Asia and growing Chinese consumption, but some developed economies also recorded increases in demand between 2014 and 2018. In 2019, world oil demand increased to 100.3 mbpd, which represents a 1.0% increase from 2018 and 17.3% higher than the recent low recorded in 2009 following the global financial crisis of 2008-09. Global oil demand was hampered in 2020 due to COVID-19-related demand slump. However, the easing of mobility restrictions and resumption of economic activities coupled with the launch of several Covid vaccines, have supported the global oil demand in 2021. The global oil demand increased from 90.9 mbpd in 2020 to 96.5 mbpd in 2021.

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World oil consumption: 2011 to 2021

(Million barrels per day)

	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021*	CAGR
												2011-21
North America	24.0	23.6	24.1	24.2	24.6	24.9	25.1	25.7	25.7	22.4	24.1	0.1%
Europe - OECD	14.3	13.8	13.6	13.5	13.8	14.0	14.4	14.3	14.3	12.4	13.0	-0.9%
Pacific	8.1	8.6	8.3	8.1	8.1	8.1	8.2	8.0	7.8	7.1	7.4	-0.9%
Total OECD	46.4	46.0	46.0	45.8	46.4	47.0	47.7	48.0	47.7	42.0	44.5	-0.4%
Former Soviet Union	4.4	4.5	4.7	4.7	4.6	4.4	4.5	4.7	4.8	4.5	4.8	0.8%
Europe - Non OECD	0.7	0.7	0.7	0.7	0.7	0.7	0.7	0.8	0.8	0.7	0.8	0.9%
China	9.2	9.8	10.3	10.8	11.6	12.0	12.5	13.0	13.7	13.9	15.2	5.1%
Asia (exc China)	11.1	11.4	11.8	12.0	12.4	13.2	13.7	14.0	14.3	12.6	13.2	1.7%
Latin America	6.3	6.4	6.7	6.8	6.7	6.5	6.4	6.2	6.2	5.6	6.0	-0.5%
Middle East	7.4	7.7	7.9	8.4	8.4	8.4	8.4	8.3	8.3	7.7	8.0	0.8%
Africa	3.4	3.7	3.9	3.8	4.3	4.2	4.2	4.3	4.3	3.8	4.0	1.7%
Total Non-OECD	42.5	44.2	45.9	47.2	48.5	49.4	50.4	51.3	52.3	48.9	51.8	2.0%
World Total	88.9	90.2	91.9	93.0	95.0	96.4	98.1	99.2	100.0	90.9	96.4	0.8%

 *Provisional estimates; Source: IEA

Seasonal trends also affect world oil consumption, and consequently, oil tanker demand. While trends in consumption vary with the specific season each year, peaks in tanker demand often precede seasonal consumption peaks as refiners and suppliers anticipate consumer demand. Seasonal peaks in oil demand can be classified broadly into two main categories: increased demand before the Northern Hemisphere winters as heating oil consumption increases and increased demand for gasoline before the summer driving season in the US.

Global trends in oil production have generally followed the growth in oil consumption, allowing for the fact that changes in the level of oil inventories also play an integral role in determining production levels and tie in with the seasonal peaks in demand. Changes in world crude oil production by region from 2011 to 2021 are shown in the table below.

World oil production: 2011 to 2021

(Million barrels per day)

	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021*	CAGR
												2011-21
North America	14.6	15.8	17.1	19.1	20.0	19.5	20.3	23.0	24.7	23.8	24.3	5.2%
FSU#	13.6	13.7	13.9	13.9	14.0	14.2	14.4	14.6	14.6	13.5	13.8	0.1%
OPEC	35.6	37.6	36.7	37.5	38.2	39.6	39.5	37.4	34.9	30.8	31.6	-1.2%
Asia	7.8	7.8	7.7	7.6	7.9	7.6	7.3	7.2	7.2	7.5	7.5	-0.4%
Other	16.8	16.0	16.0	15.8	16.5	16.1	15.9	18.2	19.1	18.3	17.7	0.5%
Total	88.4	90.9	91.4	93.8	96.6	97.0	97.5	100.3	100.6	93.9	94.9	0.7%

*Provisional estimates, #Former Soviet Union; Source: IEA

At the beginning of 2021, proven global oil reserves totaled 1,732 billion barrels – about 54 times the current rates of annual production (based on 2020 crude production). These reserves tend to be located in regions far from the major

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consuming countries separated by large expanses of water, and this geographical barrier creates the demand for crude tanker shipping. However, the development of light tight oil (LTO) or shale oil reserves in the US had a negative impact on the volume of US crude oil imports as well as the demand for crude tankers from 2004 to 2014. However, rising US crude exports on long-haul routes to China and India is good news for shipowners as every additional barrel exported from the country will open avenues for equal imports as the US is a net importer of crude oil.

New technologies, such as horizontal drilling and hydraulic fracturing, triggered a shale oil revolution in the US, and in 2013, for the first time in the previous two decades, the US produced more oil than it imported. In view of the rising surplus in oil production, the US Congress lifted a 40 year-old ban on crude oil exports in 2015 that was put in place after the Arab oil embargo in 1973. Thereby, this allowed US oil producers access to international markets.

The first shipments of the US crude were sent to Europe immediately after the lifting of the ban, and since then, other destinations have followed. The US exported 0.5 mbpd of crude oil in 2015 and 2016. However, 2017 marked a very important development for the US crude producers as the country exported crude to every major importer, including China, India, South Korea and several European countries. In October 2017, US crude exports surpassed two mbpd, and on average, the country’s crude exports more than doubled in 2017 to 1.2 mbpd. The US crude exports jumped further to 2.1 mbpd in 2018 and 3.0 mbpd in 2019 on the back of rising domestic crude oil production and nearly flat domestic demand. US crude oil exports increased slightly to 3.2 mbpd in 2020 as the outbreak of COVID-19 and steep decline in crude oil prices in 2020 adversely affected oil production, thereby reducing exports momentum. US crude exports continued to decline in 2021 due to lower crude oil production. US crude oil export is still well below the exports of major exporters such as Saudi Arabia, Russia and other Middle Eastern exporters. Nevertheless, the US Gulf to Asia could be a key trading route for VLCC with growing US exports.

US crude oil production and US crude oil exports: 2011-2021

Source: JODI

In the meantime, much of the oil from West Africa and the Caribbean, which was historically imported by the US, is now shipped in VLCC to China and other Asian economies, which has a positive impact on tanker demand due to increased ton miles, given the longer distances the oil needs to travel. Production and exports from the Middle East (largely from OPEC suppliers) and West Africa have historically had a significant impact on the demand for tanker capacity, and consequently, on tanker charter hire rates due to the long distances between these supply sources and demand centers. Oil exports from short-haul regions, such as the North Sea, are significantly closer to ports used by the primary consumers of such exports, which results in shorter average voyages.

Overall, the volume of crude oil moved by sea each year reflects the underlying changes in world oil consumption and production. Driven by increased world oil demand and production, especially in developing countries, seaborne trade in crude oil in 2021 is provisionally estimated at 1.9 billion tons or 66.6% of all seaborne oil trade (crude oil and refined petroleum products). The chart below illustrates changes in global seaborne movements of crude oil between 1983 and 2021.

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Seaborne crude oil trade development: 1983 to 2021

(Million tons)

Source: GTIS, Drewry

World seaborne oil trade is the result of geographical imbalances between areas of oil consumption and production. Historically, certain developed economies have acted as the primary drivers of these seaborne oil trade patterns. The regional growth rates in oil consumption shown in the chart below indicate that the developing world is driving recent trends in oil demand and trade. In Asia, the Middle East and Africa, oil consumption during 2011 to 2021 grew at annual rates of 1.4%, and at an annual growth rate of 5.1% in the case of China. Strong demand for oil in these regions is driving both increased volume of seaborne oil trades and increased voyage distances as more oil is being transported on long-haul routes.

Regional oil consumption growth rates: 2011 to 2021

(CAGR – Percent)

Source: IEA, Drewry

Furthermore, consumption on a per capita basis remains low in many parts of the developing world, and as many of these regions have insufficient domestic supplies, the rising demand for oil will have to be satisfied by increased imports.

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Oil consumption per capita: 2021

(Tons per capita)

Source: IEA, Drewry

In the case of China and India, seaborne crude oil imports have risen significantly in the last decade in order to meet an increasing demand for energy. During 2010 to 2020, Chinese crude oil imports increased from 239.3 to 542.4 million tons and Indian imports increased from 155.6 to 181 million tons. Conversely, Japanese imports declined from 178.7 to 119.9 million tons over the same period. In the US, crude oil imports declined between 2007 and 2015, but in 2016, the trend was reversed and average US crude imports increased 0.5 mbpd due to declining shale output. In 2017, US imports inched up by another 0.4% to reach 7.9 mbpd on the back of rising crude oil consumption. In 2018, the US crude oil imports declined 2.5% year on year to 7.8 mbpd, whereas the country’s crude oil imports declined 12.6% year on year to 6.8 mbpd in 2019. US crude oil imports declined 13.6% year on year to 5.9 mbpd in 2020. US crude oil imports have declined in the last three years on account of the country’s rising crude oil production. In 2020, crude oil imports for almost all countries have been adversely impacted by the pandemic.

Asian countries – Crude oil imports: 2011 to 2021

(Million tons)

* Provisional estimates

Source: JODI, Drewry

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A vital factor, which is affecting both the volume and pattern of world oil trades, is the shift in global refinery capacity from the developed to the developing world, which is increasing the distances from oil production sources to refineries. The distribution of refinery throughput by region from 2011 to 2021 is shown in the following table.

Oil refinery throughput by region: 2011 to 2021

(‘000 barrels per day)

	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021*	CAGR %
												2011-2021
North America	17,652	17,949	18,255	18,643	18,887	18,714	19,114	19,224	18,976	16,500	17,700	0.0%
S. & Cent. America	5,157	4,761	4,895	4,839	4,666	4,395	4,113	3,808	3,512	3,000	3,200	-4.7%
Europe & Eurasia	19,239	19,342	18,914	19,148	19,705	19,387	19,763	19,710	19,612	17,100	17,600	-0.9%
Middle East	7,091	7,253	7,176	7,323	7,673	7,886	8,228	8,514	8,537	6,900	7,500	0.6%
Africa	2,155	2,202	2,221	2,189	2,096	2,074	2,049	2,065	2,051	1,900	1,800	-1.8%
Australasia	735	708	692	639	536	541	527	581	577	590	570	-2.5%
China	8,686	9,199	9,599	10,155	10,684	11,084	11,656	12,483	13,432	13,400	14,000	4.9%
India	4,085	4,302	4,462	4,475	4,561	4,930	5,010	5,154	5,119	4,499	4,809	1.6%
Japan	3,410	3,400	3,453	3,289	3,258	3,280	3,215	3,059	3,047	2,507	2,465	-3.2%
Other Asia Pacific	7,355	7,477	7,370	7,307	7,770	8,008	8,240	8,363	8,126	8,004	7,956	0.8%
Total World	75,564	76,593	77,038	78,009	79,836	80,299	81,914	82,961	82,990	74,400	77,600	0.3%

*    Provisional estimates

Source: BP, IEA, Drewry

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Changes in refinery throughput are largely driven by changes in the location of capacity. Capacity increases are taking place mostly in the developing world, especially in Asia. In response to growing domestic demand, coupled with export ambitions, Chinese refinery throughput has grown at a faster rate than that of any other global region in the last decade, with refinery throughput in India, the Middle East and other emerging economies following a similar pattern. The shift in refinery capacity is likely to continue as refinery development plans are heavily focused on areas such as Asia and the Middle East and few new refineries are planned for North America and Europe.

Oil refinery throughput by region: Growth rates 2011 to 2021

(CAGR – Percent)

Source: BP, IEA, Drewry

As a result of changes in trade patterns, as well as shifts in refinery locations, average voyage distances in the crude sector have increased. From 2011 to 2021, ton-mile demand in the crude tanker sector grew from 7.9 to 9.2 trillion ton miles. The table below shows changes in tanker demand expressed in ton miles, which is measured as the product of the volume of oil carried (measured in metric tons) multiplied by the distance over which it is carried (measured in miles).

Crude oil tanker demand: 2011 to 2021

	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021*	CAGR %
												2011-21
Seaborne Crude Trade - Million Tons	1,941	1,988	1,920	1,904	1,974	2,060	2,121	2,116	2,059	1,885	1,883	-0.3%
Ton Mile Demand - Billion Ton Miles	7,881	8,754	8,827	8,840	9,035	9,602	10,082	10,225	9,954	9,318	9,204	1.6%
Average Voyage Length - Miles	4,061	4,403	4,597	4,644	4,578	4,660	4,754	4,833	4,834	4,943	4,888	1.9%

*    Provisional estimates

Source: Drewry

Another aspect which has impacted crude tanker demand in recent years has been the use of tankers for floating storage. In the closing weeks of 2014 and the opening weeks of 2015, commodity traders hired VLCCs in the expectation that profits could be made by storing oil at sea to create a contango, that is, where the current or spot price for the oil was below the price of oil for delivery in the futures market. As a result, several fixtures for long-term storage were reported by oil majors and commodity traders for periods up to 12 months in late 2014 and the first half of 2015. Floating crude oil storage reached a high of 197 million barrels in May 2015, and thereafter, it declined because of a narrowing of the contango and shrinking arbitrage in crude oil futures.

The use of large tankers for offshore storage rebounded somewhat in 2016 on account of logistical considerations, marketing issues and inventory drawdown. Similar patterns were seen when floating storage peaked in June 2017, when more than 200 million barrels were reported to be stored in crude tankers. Floating storage declined gradually in the second half of 17. Production cuts pursued by OPEC, Russia and its allies encouraged inventory drawdown and floating storage

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dropped further in 2018. In 2019, demand for floating storage increased as owners stored LSFO and HSFO to avoid uncertainty of availability of these fuels and hedge them from price increase. Demand for VLCC for oil storage increased as well with 28 VLCCs being used in the Middle East Gulf to store oil.

In early 2020, the oil supply shock as a result of the price war between Russia and Saudi Arabia coupled with demand destruction due to the outbreak of COVID-19 led to a sharp decline in crude oil prices and a contango in oil futures. The demand for VLCCs for floating storage surged with arbitrage opportunities in the oil market and operational limitations of several oil producers. As of January 2022, nearly 54 VLCCs were employed in floating storage, which account for ~6.3% of the fleet. This figure was lower than the 105 VLCCs deployed for floating storage at the peak of the contango opportunities in oil market in April 2020, indicating a declining trend in on-the-water storage of crude oil.

Geopolitical risk and impact on crude trade

The ongoing conflict between Russia and Ukraine is likely to lead to a shift in trade pattern. In case Russia-Ukraine war persists for long, any possible disruption to crude supply from Russia is expected to hurt global crude oil trade and charter rates in crude tanker market considering the global dependence on Russian oil. Russia is the third largest oil producer and the second largest exporter of crude and it will be difficult to replace Russian crude oil export share with other countries. Also, prolonged high crude oil price is likely to adversely affect the global oil demand, thus affecting the trade.

Crude tanker fleet overview

The world crude tanker fleet is generally classified into three major types of vessel categories, based on carrying capacity. The main crude tanker vessel types are:

•VLCCs, with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or around two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe and the US Gulf or the Caribbean. Tankers in excess of 320,000 dwt are known as Ultra Large Crude Carriers (ULCCs), although for the purposes of this report, they are included within the VLCC category.

•Suezmax tankers, with an oil cargo carrying capacity of about 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or around one million barrels). Suezmax tankers are engaged in a range of crude oil trades across a number of major loading zones. Within the Suezmax sector, there are a number of product and shuttle tankers (shuttle tankers are specialized ships built to transport crude oil and condensates from offshore oil field installations to onshore terminals and refineries and are often referred to as ‘floating pipelines’), which do not participate in the crude oil trades.

•Aframax tankers, with an oil cargo carrying capacity of around 80,000 to 120,000 dwt (or about 500,000 barrels). Aframax tankers are employed in shorter regional trades, mainly in Northwest Europe, the Caribbean, the Mediterranean and Asia.

There are also a relatively small number of ships below 80,000 dwt which operate in crude oil trades. However, many operate in cabotage type trades, and therefore, do not form part of the open market. For this reason, the following analysis of supply concentrates on the VLCC, Suezmax and Aframax vessels. As of January 31, 2022, the crude tanker fleet consisted of 2,058 vessels with a combined capacity of 421.4 mdwt.

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Crude oil tanker fleet – January 31, 2022

Vessel Type	Deadweight Tons	Number of	% of Fleet	Capacity	% of Fleet
	(Dwt)	Vessels		(Million Dwt )
VLCC	200,000 +	851	41.4	262.4	62.3
Suezmax	120-199,999	561	27.3	88.1	20.9
Aframax	80-119,999	646	31.4	70.9	16.8
Total		2,058	100.0	421.4	100.0

Source: Drewry

The table below shows principal routes for crude oil tankers and where these vessels are deployed.

Crude oil tankers – Typical deployment by size category

Area	Trade route	Haul	Vessel type
			VLCC	Suezmax	Aframax
Inter-regional	MEG(1) - Asia	Long	X	X	X
	MEG - N. America		X
	MEG - Europe - Suez(2)			X
	W. Africa(3) - N. America		X	X	X
	W. Africa - Asia		X	X
	US Gulf - Asia		X	X
	MEG - Europe - Cape (4)		X
	W. Africa - Europe			X	X
	NS(5) - N. America				X
	MEG - Pacific Rim		X	X
Intra-regional	North Sea	Medium		X	X
	Caribbean			X	X
	Mediterranean			X	X
	Asia - Pacific			X	X
(1) Middle East Gulf
(2) Suezmax via Suez Canal fully laden
(3) West Africa
(4) VLCC transit via Cape of Good Hope
(5) NS: North Sea

Source: Drewry

VLCCs are built to carry cargo parcels of two million barrels, and Suezmax tankers are built to carry cargo parcels of one million barrels, which are the most commonly traded parcel sizes in the crude oil trading markets. Their carrying capacities make VLCCs and Suezmax tankers the most appropriate asset class globally for long and medium haul trades. While traditional VLCC and Suezmax trading routes have typically originated in the Middle East and the Atlantic Basin, increased Asian demand for crude oil has opened up new trading routes for both classes of vessels. The map below shows the main VLCC and Suezmax tanker seaborne trade routes.

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Principal VLCC and Suezmax seaborne crude oil trades

Source: Drewry

VLCC/Suezmax fleet development

After growing at a record 6.5% year on year in 2019, crude tanker fleet growth moderated to 3.1% year on year in 2020 to 417.6 mdwt and 1.6% in 2021 to 425.5 mdwt. Deliveries declined by 46.1% year on year as orderbook was small. Demolition also declined 18.8% year on year in 2020 as sharp decline in bunker prices made life easy for old vessels. Global tanker fleet expanded 1.4% (based on capacity) in 2021 mainly due to high demolitions. Weaker market conditions favored demolitions with the opening of scrapyards and higher scrap prices. The year 2021 witnessed the highest number of crude tankers being scrapped during the last three years, but the fleet expanded as deliveries exceeded demolitions. An unprecedented surge in freight rates in 1H20 also kept scrapping activity muted. Moreover, activity in ship-breaking yards in Southeast Asia was also hampered by the lockdowns and corresponding volatility in steel prices.

VLCC & Suezmax fleet development: 2011 to 2022*

(Year on year percentage growth: mdwt)

* as of January 31, 2022

Source: Drewry

The chart below indicates the volume of new orders placed in the VLCC and Suezmax sectors from 2011 to January 2022. Tight supply-demand dynamics in the tanker market, firm freight rates and exemption from compliance to Tier III NOx emission norms for vessels ordered before January 1, 2016, were the reasons for high new ordering activity in 2015, and a total of 62 VLCCs and 51 Suezmaxes contracts were placed during the year. New ordering activity then declined in 2016,

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with only 14 VLCCs ordered during the year compared with 62 during 2015. Ordering activity picked up again in 2017 as shipowners took advantage of low newbuild prices to embark on fleet renewal. However, newbuilding activity took a back seat in the depressed freight market, and 39 VLCCs and 12 Suezmaxes were ordered in 2018 compared with 48 VLCCs and 19 Suezmaxes in 2017. Uncertainty over the price and availability of new bunker fuel resulted in lower orders in 2019. New orders remained subdued in 2020 and 2021. Apart from the weak market outlook, the upcoming IMO regulations on decarbonisation are holding back newbuilding activity as the new regulations will affect the choice of propulsion systems and fuels in the future.

VLCC/Suezmax new orders – 2011 to 2022*

(‘000 Dwt)

* as of January 31, 2022

Source: Drewry

In the last few years, delays in new vessel deliveries, often referred to as ‘slippage’, have become a regular feature of the market. Slippage is the result of a combination of several factors, including cancellations of orders, issues in obtaining vessel financing, owners seeking to defer delivery during weak markets, shipyards quoting over-optimistic delivery times, and in some cases, shipyards experiencing financial difficulty. A number of Chinese yards, including yards at which crude tankers are currently on order, are experiencing financial problems which have led to both cancellations and delays in deliveries. New order cancellations have been a feature of most shipping markets during the market downturn. For obvious reasons, shipyards are reluctant to openly report such events, making the tracking of the true size of the orderbook at any given point in time difficult. The difference between actual and scheduled deliveries reflects the fact that orderbooks are often overstated. Slippage has affected both the VLCC and Suezmax sectors. The table below indicates the relationship between scheduled and actual deliveries for both asset classes from 2011 to 2021. Since slippage has occurred in recent years, it is not unreasonable to expect that some of the VLCC and Suezmax tankers currently on order will not be delivered on time.

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VLCC/Suezmax tankers: Scheduled versus actual deliveries

(mdwt)

	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
VLCC
Scheduled Deliveries	26.4	22.4	17.8	9.9	8.7	20.5	16.5	15.6	21.1	12.9	10.8
Actual Deliveries	19.1	15.4	9.5	7.6	5.7	14.3	15.2	12.1	21.1	11.3	10.8
Slippage Rate (%)	27.6	31.4	46.5	22.7	35.1	29.9	7.8	22.2	0.0	12.3	0.0
Suezmax	2011	2012	2013	2014	2015	2016	2017	2018	2019	2020	2021
Scheduled Deliveries	10.9	11.2	10.4	4.7	2.6	6.5	11.5	5.8	4.8	3.3	3.6
Actual Deliveries	6.6	7.4	4.6	1.3	1.7	4.1	7.8	4.4	4.0	2.8	3.2
Slippage Rate (%)	39.1	34.1	56.1	73.2	35.5	36.7	31.9	25.3	17.6	14.7	13.0

Source: Drewry

In 2021, VLCC and Suezmax deliveries amounted to 10.8 and3.2 mdwt respectively, compared with 11.3 and 2.8 mdwt respectively in 2019. As a result of these deliveries and demolition, the VLCC fleets expanded 2.1%, while Suezmax fleet declined 0.3% in 2021.

VLCC/Suezmax tanker deliveries: 2011 to 2022*

(‘000 Dwt)

* as of January 31, 2022

Source: Drewry

At its peak in 2008, the VLCC and Suezmax tanker orderbooks were each equivalent to 50% of the existing fleets, which led to high levels of new deliveries in both sectors between 2009 and 2012. The orderbook as a percentage of the existing fleet declined in the period 2010-13 due to low levels of new ordering. However, with the upturn in new ordering activity in 2014 and 2015, the VLCC and Suezmax orderbook to fleet ratios rose to 19.4% and 24.7% respectively in December 2015. As a result of lower levels of new ordering and elevated deliveries during 2016-19, the orderbooks for VLCC and Suezmax vessels as of January 31, 2021 were equivalent to 7.0% and 8.1% of the existing fleets, respectively. The VLCC and Suezmax orderbook to fleet ratio are at their lowest level since 2008.

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VLCC & Suezmax orderbook

(Percent of existing fleet)

* as of January 31, 2022

Source: Drewry

As of January 31, 2021, the total crude tanker orderbook consisted of 137 vessels with aggregate capacity of 29.3 mdwt. The orderbook for Suezmax tankers was 32 vessels representing 5.1 mdwt (excluding shuttle tankers), and for VLCCs, the orderbook was 65 vessels representing 19.7 mdwt.

Crude oil tanker (1) orderbook – January 31, 2022

Size Dwt		Existing Fleet			Scheduled Deliveries								Total Orderbook		% Existing Fleet
					2022		2023		2024		2025
		No.		m dwt	No.	m dwt	No.	m dwt	No.	m dwt	No.	m dwt	No.	m dwt	No	Dwt
VLCC	200,000 +		851	262.4	41	12.4	24	7.3	0	0.0	0	0.0	65	19.7	7.6%	7.5%
Suezmax	120-199,999		561	88.1	24	3.8	7	1.1	1	0.2	0	0.0	32	5.1	5.7%	5.8%
Aframax	80-119,999		646	70.9	23	2.6	16	1.8	1	0.1	0	0.0	40	4.6	6.2%	6.4%
Total			2,058	421.4	88	18.8	47	10.2	2	0.3	0	0.0	137	29.3	6.7%	7.0%

(1)Excludes product tankers and shuttle tankers

Source: Drewry

Tanker supply is also affected by vessel scrapping. As an oil tanker ages, vessel owners often conclude that it is more economical to scrap a vessel that has exhausted its useful life than to upgrade it to maintain its ’in-class’ status. Often, particularly when tankers reach about 25 years of age, the costs of conducting the class survey and performing required repairs become economically inefficient. In recent years, most oil tankers that have been demolished were between 25 and 30 years of age. Average demolition age of VLCC has been around 21 years. High scrap prices also influence the scrapping, particularly when freight rates are weak.

In addition to vessel age and scrap prices, scrapping activity is influenced by freight markets. During periods of high freight rates, demolitions tend to decline and the opposite occurs when freight rates are low. The chart below indicates that vessel

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scrapping was much higher from 2010 to 2014 than in the preceding five years. Firm freight rates in 2015 and 2016 also encouraged shipowners to defer the scrapping of older vessels, and demolitions in these two years were substantially lower compared with those during 2010 and 2014. However, weak freight rates in the third quarter of 2017 accelerated demolitions and a total of 58 crude tankers totaling 8.5 mdwt were sold to scrapyards in 2017. Scrapping activity touched a record high as a weak freight market forced shipowners to phase out vessels below 20 years of age. Consequently, 108 crude carriers aggregating 18.6 mdwt were demolished in 2018. In 2019, demolitions remained muted as shipowners preferred holding on their old vessels due to higher freight rates in the second half of 2019. Scrapping in 2020 continued to be muted due to a sharp decline in bunker prices and surge freight rates in the first half of 2020. Moreover, activity in ship-breaking yards in Southeast Asia was also hampered by the lockdowns and corresponding volatility in steel prices. Lower freight rates in the second half of 2020 failed to underpin scrapping activity as many old vessels were employed in oil storage. Demolition surged in 2021 due to weak tanker earnings and high scrap prices with 65 crude tankers aggregating 9.9 million dwt being sold to scrapyards. Demolition prices increased 58.1% between the fourth quarter of 2020 and the fourth quarter of 2021 to $598/ LDT..

Crude oil tanker scrapping: 2011 to 2021

(‘000 Dwt)

Source: Drewry

Ballast water management convention

All deep-sea vessels engaged in international trade are required to have ballast water treatment system before September 8, 2024. For a VLCC tanker, the retrofit cost could be as much as $2.0 million per vessel, including labor. Expenditure of this kind has become another factor impacting the decision to scrap older vessels after Ballast Water Management Convention came into force in 2019.

IMO 2020 regulation on low sulfur fuel

The second regulation, which came into force on January 1, 2020, and impacted vessel supply particularly in 2020, is the drive to introduce low sulfur fuels. For many years, heavy fuel oil (HFO) has been the main fuel of the shipping industry. It is relatively inexpensive and widely available, but it is ‘dirty’ from an environmental point of view. The sulfur content of HFO is extremely high and is the reason that maritime shipping accounts for 8% of global emissions of sulfur dioxide (SO2), a significant source for acid rain as well as respiratory diseases.

The IMO, the governing body of international shipping, has made a decisive effort to shift the industry away from HFO to cleaner fuels with less harmful effects on the environment and human health. Effective in 2015, ships operating within the Emission Control Areas (ECAs) covering the Economic Exclusive Zone of North America, the Baltic Sea, the North Sea, and the English Channel, are required to use marine gas oil with allowable sulfur content up to 1,000 parts per million (ppm). In the lead-up to 2020, when the shipping industry started to prepare for a new low sulfur norm, two factors were closely considered: 1) the spread between (expensive) very low-sulfur fuel and (cheaper) high-sulfur fuel and, 2) scrubber retrofitting activity. Starting 2020, high and low sulfur fuel demand from marine sector reported significant variation. The HSFO and LSFO price spread largely oscillated between $300 and $350 per metric tonne during the initial days and hovered around $190-200 per tonne in February 2020. Despite the initial speculation, the shipping industry did not see any systemic shortage of the new low sulfur fuel, which came out as a relief. The premium commanded by low sulfur fuel reduced to around $60 per tonne by December 2020 as the availability of compliant fuel is not an issue due to reduced demand and increased supply across major bunkering ports. Overall, installation of scrubbers and new fuel regulations

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turned out to be a non-event in the backdrop of COVID-19 and low bunker prices. However, the recent increase in crude oil prices since June 2021 and corresponding widening in the spread, should be giving some respite to shipowners who invested in scrubber previously.

IMO GHG strategy

The IMO has been devising strategies to reduce greenhouse gases (GHG) and carbon emissions from ships. According to the announcement in 2018, the IMO plans to initiate measures to reduce CO2 emissions intensity by at least 40% by 2030 and 70% by 2050 from the levels in 2008. It also plans to introduce measures to reduce GHG emissions by 50% by 2050 from the 2008 levels. These are likely to be achieved by setting energy efficiency requirements, energy saving technology and encouraging shipowners to use alternative fuels such as biofuels, and electro-/synthetic fuels such as hydrogen or ammonia. It may also include limiting the speed of the ships. Currently, there is uncertainty regarding the exact measures that the IMO will undertake to achieve these targets. Although the current macroeconomic environment is the main deterrent, IMO-related uncertainty is also a key factor preventing ship owners from placing new orders, as the vessels with conventional propulsion system may have a high environmental compliance cost and possible faster depreciation in asset values in the future. Some shipowners have decided to manage this risk by ordering LNG-fueled/methanol ships in order to comply with stricter regulations that may be announced in future.

In June 2021, the IMO adopted amendments to the International Convention for the Prevention of Pollution from ships that will require vessels to reduce their greenhouse gas emissions. These amendments are a combination of technical and operational measures and are expected to come into force on November 1, 2022, with the requirements for Energy Efficiency Existing Ship Index (EEXI) and Carbon Intensity Indicator (CII) certification, effective January 1, 2023. These will be monitored by the flag administration and corrective actions will be required in the event of constant non-compliance. A review clause requires the IMO to review the effectiveness of the implementation of the CII and EEXI requirements, by January 1, 2026, at the latest. EEXI is a technical measure and would apply to ships above 400 GT. It indicates the energy efficiency of the ship compared to a baseline and is based on a required reduction factor (expressed as a percentage relative to the Energy Efficiency Design Index baseline).

On the other hand, CII is an operational measure which specifies carbon intensity reduction requirements for vessels with 5,000 GT and above. The CII determines the annual reduction factor needed to ensure continuous improvement of the ship’s operational carbon intensity within a specific rating level. The operational carbon intensity rating would be given on a scale of A, B, C, D or E indicating a major superior, minor superior, moderate, minor inferior, or inferior performance level, respectively. The performance level would be recorded in the ship’s Ship Energy Efficiency Management Plan (SEEMP). A ship rated D for three consecutive years, or E, would have to submit a corrective action plan, to show how the required index (C or above) would be achieved. To reduce carbon intensity, shipowners can switch from oil to alternative fuels such as LNG or methanol. Some marine fuels such as ammonia and hydrogen have zero-carbon content. In the long term, ammonia can emerge as a cost-effective alternative fuel but in the short term, it seems unviable. Other options include propeller upgrading/polishing, hull cleaning/coating and retrofitting vessels with the wind-assisted propulsion system. Reducing ship speeds also helps in complying with the regulations as it lowers fuel consumption, and it is easy to implement.

In addition to the IMO regulation, the EU has proposed a set of proposals including the EU Emissions Trading System and FuelEU Maritime Initiative. It lays down rules regarding GHG intensity of energy used on-board all ships arriving in the EU. It aims to reduce GHG emission by 26% by 2040 and 75% by 2050 compared to 2020 level. It also makes it obligatory for ships to use on-shore power supply or zero-emission technology in ports in the EU. These initiatives are applicable to 50% of the emission from voyages arriving at or departing from an EU port. All shipowners trading in the European waters will need to comply with these regulations.

The emission control regulations are likely to slow the speed of the vessels in next few years. Consequently, it will lead to a reduction in the supply of ships and therefore, in the short to medium-term, it will benefit shipowners with younger fleets as charter rates should potentially increase with lower supply of ships. In the long-term, the ships may switch to alternative low/zero carbon fuels to comply with emission regulations.

Besides the IMO regulations, the decarbonization of shipping is being propelled by various state and non-state stakeholders of the shipping industry. In recent years, there has been several developments towards it such as Sea Cargo Charter, Poseidon Principles (for ship finance banks) and Poseidon Principles for Marine Insurance. In addition, there has been several industry led initiatives to facilitate movement towards low/zero-carbon shipping such as Getting to Zero Coalition, The Castor Initiative for Ammonia, Global Centre for Maritime Decarbonization and the Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping.

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Alternative fuels for shipping

The IMO has a target to reduce GHG emissions by 50% in 2050. This cannot be achieved with the low sulfur fuel and so has encouraged innovation in alternative fuels. IMO has also been planning other technical and operational measures in order to meet emission targets. Alternative fuels like LPG and methanol are mainly used on vessels carrying these as cargo. However, LNG is used as a fuel in LNG vessels and also in other vessels. Hydrogen and ammonia are in the initial stages of development as marine fuel. LNG is expected to remain as a preferred alternative fuel in the near to medium term due to its availability. However, LNG is still a fossil fuel and is unable to meet IMO 2050 decarbonization target and methane slips continue to be a heavily debated issue. Another drawback is that LNG propulsion requires an LNG capable engine which, would require additional capex and increased fuel storage space. Biofuel could emerge as a preferred alternative fuel because of its successful trials, especially considering that no major modification of engine is needed, and therefore, no significant additional capex is required.

Energy transition

Traditionally, fossil fuel-based energy sources such as oil, natural gas and coal have propelled the global economy, but their share has been declining over the past few years from 86.9% in 2011 to 84.3% in 2019 with the share of oil remaining stagnant at around 33% during this period. However, the energy transition from fossil fuel-based energy to renewable sources of energy is currently underway which has received a boost from the accelerated sales of electric vehicles (EVs), even though their share in total sales was 2.5% in 2019. As the cost of EVs becomes competitive against internal combustion engine vehicles, and charging infrastructure is developed across the world, sales of EVs are expected to gain momentum, reducing the demand for gasoline and diesel in the long run. Increasing focus on decarbonization will also impact the global oil demand going forward. The demand for naphtha is likely to remain robust and will be the key driver of global trade in crude and refined petroleum products.

The crude oil tanker freight market

Types of charter

Oil tankers are employed in the market through a number of different chartering options, described below.

•    A bareboat charter involves the use of a vessel usually over longer periods of up to several years. All voyage related costs, including vessel fuel, or bunkers, and port dues as well as all vessel operating expenses, such as day-to-day operations, maintenance, crewing and insurance, transfer to the charterer’s account. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel.

•    A time charter involves the use of the vessel, either for a number of months or years or for a trip between specific delivery and redelivery positions, known as a trip charter. The charterer pays all voyage related costs. The owner of the vessel receives monthly charter hire payments on a per day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel.

•     A single or spot voyage charter involves the carriage of a specific amount and type of cargo on a load port to discharge port basis, subject to various cargo-handling terms. Most of these charters are of a single or spot voyage nature. The cost of repositioning the ship to load the next cargo falls outside the charter and is at the cost and discretion of the owner. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board by the agreed upon freight rate expressed on a per cargo ton basis. The owner is responsible for the payment of all expenses, including voyage, operating and capital costs of the vessel.

•     A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform individual voyages. This arrangement constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the ship’s operating, voyage and capital costs are borne by the shipowner. The freight rate is normally agreed on a per cargo ton basis.

Tanker freight rates

Worldscale is the tanker industry’s standard reference for calculating freight rates. Worldscale is used because it provides the flexibility required for oil trade. Oil is a fairly homogenous commodity as it does not vary significantly in quality and it is relatively easy to transport by a variety of methods. These attributes, combined with the volatility of the world oil markets, means that an oil cargo may be bought and sold many times while at sea, and therefore, the cargo owner requires great flexibility in its choice of discharge options. If tanker fixtures were priced in the same way as dry cargo fixtures, this

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would involve the shipowner calculating separate individual freights for a wide variety of discharge points. Worldscale provides a set of nominal rates designed to provide roughly the same daily income irrespective of discharge point.

Time charter equivalent (TCE) is the measurement that describes the earnings potential of any spot market voyage based on the quoted Worldscale rate. As described above, the Worldscale rate is set and can then be converted into dollars per cargo ton. A voyage calculation is then performed, which removes all expenses (port costs, bunkers and commission) from the gross revenue, resulting in a net revenue that is then divided by the total voyage days, including the days from discharge of the prior cargo until discharge of the cargo for which the freight is paid (at sea and/or in port), to give a daily TCE rate.

The supply and demand for tanker capacity influences tanker charter hire rates and vessel values. In general, time charter rates are less volatile than spot rates as they reflect the fact that the vessel is fixed for a longer period of time. In the spot market, rates will reflect the immediate underlying conditions in vessel supply and demand, and are thus more prone to volatility. Small changes in tanker utilization have historically led to relatively large fluctuations in tanker charter rates for VLCCs, with more moderate price volatility in the Suezmax, Aframax and Panamax markets and less volatility in the Handysize market, as compared with the tanker market as a whole. The chart below illustrates monthly changes in TCE rates for VLCC and Suezmax tankers during January 2011 to January 2022.

VLCC TCE saw a spike during the first half of 2020 due to a surge in demand for VLCCs for floating storage when the global oil demand plunged substantially as a result of the lockdown measures adopted by several major economies to curb the spread of COVID-19. This led to unprecedented oversupply of crude oil. As a result, the average VLCC TCE rate spiked to about $200,000 per day in April 2020. However, the production cut by OPEC+ and other major companies has facilitated the gradual clearing of supply glut and TCE rates came down to $15,800 per day in December. High inventories of crude and refined products, as well as the second wave of COVID-19, has dented the crude oil trade and tonnage demand. Meanwhile, the return of vessels from floating storage has inflated vessel supply. In 2021, freight rates declined on account of inventory drawdown and more VLCCs joining the supply from floating storage.

VLCC/Suezmax tanker Time Charter Equivalent (TCE) Rates: 2011 to 2022*

(US$/Day)

* Up to January 2022

Source: Drewry

After a weak phase between 2009 and the first half of 2014, tanker freight rates started rising in the second half of 2014, the main stimulus being the fall in oil prices and rising oil consumption. In addition, key oil-importing countries, such as India and China, started building Strategic Petroleum Reserves (SPRs).

In the fourth quarter of 2015, VLCC spot rates surged, benefiting from seasonal demand and low growth in the global crude tanker fleet. However, a wave of newbuilding deliveries in 2016 outpaced demand, and average TCE rates in 2016 were around 40% lower than in 2015. A spate of newbuilding deliveries in 2017 aggravated the situation further and the average TCE rates dropped by a further 45% in 2017. The situation worsened further and TCE rates were below breakeven rates for the first nine months of 2018. However, vessel earnings improved in the later months of the year and TCE rates for VLCCs on Arabian Gulf–Japan averaged at about $21,500 per day in 2018, which is nearly 5% lower than the rates realized in 2017.

VLCC TCE rates rose 2.1x in 2019, compared with 2018, on the back of the US sanctions on Cosco Shipping Tanker (Dalian) Co, geopolitical tensions and tight supply. VLCC rates surged to record high levels in October 2019 due to tight

47

supply as US sanctions on Cosco subsidiaries in late September 2019 made a substantial number of Cosco’s 43 VLCCs difficult to trade. The US sanctions on Iran and the corresponding decline in Iran’s crude exports have also trimmed the availability of National Iranian Tanker Company (NITC) vessels for international trade. Effective vessel supply was also squeezed, with vessels moving out of trade to retrofit scrubbers.

Source: Drewry

VLCC/Suezmax 1-year time charter rates: 2011 to 2022*

(US$/day period averages)

* Up to January 2022; Source: Drewry

In the tanker market, independent shipowners have two principal employment options – either the spot or time charter markets or a combination of both. How tankers are deployed varies from operator to operator, and are also influenced by market conditions. In a buoyant market, the companies that prefer to deploy vessels on the spot market will gain more as they will benefit from the rise in freight rates. Broadly speaking, a shipowner with an operating strategy, which is focused on the time charter market, will experience a more stable income stream and they will be relatively insulated against the volatility in spot rates.

Newbuilding prices

Global shipbuilding is concentrated in South Korea, China and Japan. This concentration is the result of economies of scale, construction techniques and the prohibitive costs of building ships in other parts of the world. Collectively, these three countries account for about 90% of the global shipbuilding market.

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Vessels constructed at shipyards are of varying size and technical sophistication. Dry bulk carriers generally require less technical know-how to construct, while oil tankers, container vessels and LNG carriers require technically advanced manufacturing processes.

The actual construction of a vessel can take place in nine to 12 months and can be partitioned into five stages: contract signing, steel cutting, keel laying, launching and delivery. The amount of time between signing a newbuilding contract and the date of delivery is usually at least 16 to 20 months, but in times of high shipbuilding demand, it can extend up to two to three years.

Newbuilding prices for tankers of all sizes rose steadily between 2004 and mid-2008. This was due to a number of factors, including high levels of new ordering, a shortage in newbuilding capacity during a period of high charter rates, and increased shipbuilders’ costs as a result of strengthening steel prices and the weakening US dollar. Prices weakened in 2009 following a downturn in new ordering and remained weak until the second half of 2013, when they slowly started to rise.

Newbuild prices increased by an average of 10% across vessel classes in 2014, but they declined marginally in 2015 due to weaker steel prices and spare capacity at shipyards on account of negligible activity in other sectors of the maritime industry. The average newbuilding prices for VLCCs in 2015 dropped 2.4% year on year, while prices were flat for Suezmax tankers between 2014 and 2015. Spare capacity at shipyards, coupled with low ordering in 2016, led to a further decline of 10% to 12% in newbuilding prices of crude tankers. Newbuild prices remained stable throughout 2017. However, newbuild prices increased steadily in 2018 primarily on the back of optimism about a recovery in the tanker market. VLCC and Suezmax newbuild prices increased in 2019 with an increase in charter rates. In 2020 newbuilding prices for VLCC and Suezmax declined 7.4% on an average on account of lower new orders and weak freight market in the second half of 2020.

Increase in newbuild prices in 2021 despite weak vessel earnings was fueled by the increased bargaining power of shipyards that have emerged as price setters with yards flushed with excess ordering, albeit from other shipping sectors, and are hence hard pressed for time for any new orders. Tanker shipowners are also willing to pay extra sums in anticipation of improved market at the time of delivery of the vessels.

VLCC/Suezmax tanker newbuilding prices: 2011 to 2022*

(US$ million)

Source: Drewry, * Up to January 2022

Second-hand prices

Second-hand prices are generally influenced by potential vessel earnings, which in turn are influenced by trends in the supply of and demand for shipping capacity. The second-hand vessel prices follow the prevailing freight rates and they provide a better assessment of the existing supply-demand dynamics in the market. Vessel values are also dependent on other factors, including the age of the vessel, shipyard etc. Prices for young vessels, those around five-years old or under are also influenced by newbuilding prices. Prices for old vessels, those that are in excess of 20 years of age and near the end of their useful economic lives, are swayed by the value of scrap steel. In addition, the values for younger vessels tend to fluctuate less on a percentage basis than the values for older vessels. This is attributed to the finite useful economic life of older vessels that makes the price of younger vessels less sensitive to freight rates in the short term.

Vessel values are determined on a daily basis in the sale and purchase (S&P) market, where vessels are sold and bought through specialized sale and purchase brokers who regularly report these transactions to participants in the seaborne

49

transportation industry. The S&P market for oil tankers is transparent and quite liquid, with a large number of vessels changing hands on a regular basis.

The chart below illustrates the movements of prices for second-hand (5-year old) oil tankers between 2011 and January 2022. After remaining range-bound between 2010 and 2013, second-hand vessel prices started recovering in 2014-15, but a sharp decline in the earning capabilities of vessels in 2016 reversed the trend, and second-hand prices plunged 25-30% during the year. However, second-hand prices remained stable for much of 2017 and started to move up slowly from the beginning of 2018 due to increased demand for modern fuel-efficient vessels in the S&P market. Nevertheless, the second-hand prices of crude tankers are well below the last peak recorded in 2008. In 2019, the second-hand prices of VLCC and Suezmax vessels increased in tandem with a surge in charter rates. Second-hand prices of VLCC and Suezmax declined 15.8% on an average in 2020 as freight rates plunged in the second half of 2020. The uptrend in newbuild tanker prices coupled with higher demolition prices pushed up second-hand vessel prices in 2021.

VLCC/Suezmax tanker second-hand prices – 5-year old vessels: 2011 to 2022*

(US$ million)

 * Up to January 2022

Source: Drewry

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OVERVIEW OF THE OFFSHORE OIL AND GAS INDUSTRY

All the information and data in this prospectus about the offshore oil industry has been provided by Energy Maritime Associates (EMA), an independent strategic planning and consulting firm focused on the marine and offshore sectors. EMA has advised that the statistical and graphical information contained herein is drawn from its database and other sources. In connection therewith, EMA has advised that: (a) certain information in EMA’s database is derived from estimates or subjective judgments; (b) the information in the databases of other maritime data collection agencies may differ from the information in EMA’s database; (c) while EMA has taken reasonable care in the compilation of the statistical and graphical information and believes it to be accurate and correct, data compilation is subject to limited audit and validation procedures.

Brief History of the Offshore Industry

The offshore oil and gas industry can generally be defined as the extraction and production of oil and gas offshore. From a more nuanced perspective, it is a highly technical industry with significant risks, but whose rewards are high. Unlike onshore developments, where drilling and processing equipment be constructed onsite, often with access to existing infrastructure, offshore developments have additional engineering and logistical requirements in designing, transporting, installing and operating facilities in remote offshore environments. Because of this, each production unit is unique and designed for the specific field’s geological and environmental characteristics including hydrocarbon specifications, reservoir requirements (water/gas/chemical injection), well/subsea configuration, water depth, and weather conditions (above and below the water).

The water depth of offshore developments has increased dramatically since its start from piers extended from shore in just a few meters of water. In 1947, Kerr-McGee drilled the first well beyond the sight of land. This well was in only 5.5 meters of water but was 17 kilometers off the Louisiana coast. Offshore developments have continued to move further from land and into increasingly deeper waters using fixed platforms that extended from the seabed to the surface.

Floating Production and Storage (or FPS) and Floating, Production, Storage and Offloading unit (or FPSO) units emerged in the 1970s. Since that time, FPS units have been installed in increasing water depths, with the deepest unit now operating in 2,900 meters of water. Water depths are currently defined as shallow (less than 1,000 meters), deepwater (between 1,000 meters and 1,500 meters), and ultra-deepwater (greater than 1,500 meters). Units installed before 2000 were almost all shallow water. Since 2000, 42% of units have been installed in deepwater including 22% in ultra-deepwater. For units currently on order, almost 60% are in deepwater, including 50% in ultra-deepwater. Other types of FPS units include Spar, Tension-Leg Platform (TLP), and Semi-submersible (Semi), which are well suited to deepwater. For liquefying gas and then converting it back to gas, Floating Liquefied Natural Gas (FLNG) and Floating Storage Regas Unit (FSRU) can be used. Mobile Offshore Production Units (MOPU), and Floating Storage Offloading Units (FSO) are popular for shallow water developments.

The geographical range of the FPS industry has also changed over the years. For the first few decades of industry activity, projects were concentrated in the Gulf of Mexico and the North Sea. However, with discoveries of new hydrocarbon basins, the location of offshore developments expanded to include most parts of the world, with Brazil, West Africa, and Southeast Asia now leading the way.

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Source: Energy Maritime Associates, Jan 2022

Along with increasing water depth, the size and complexity of these offshore developments has also grown, which in turn has increased the size and complexity of the FPS units. Project development cycles had been increasing in time, complexity, and cost. However, over the past few years there has been a concerted effort to reduce field development costs by reducing the number of interfaces and re-using standardized designs as much as possible. As a result, some developments have been able to achieve first production within five years of discovery.

Contract Awards and Orderbook

Approval of these projects depends largely on the oil price expectation at the time and the related production potential associated with the specific project. As a result, the orders for FPS units generally follow the price of oil. However, oil price is not the only factor. Development costs also play a major role in determining the economic viability of a project. After the price of Brent crude dropped to $34 per barrel in 2008, only 10 FPS units were awarded in 2009. As the price of Brent crude recovered to over $100 per barrel, 25 to 33 FPS units were awarded each year from 2010 to2014. Following the sharp decline in oil prices, FPS orders dropped to 15 units in 2015 and 17 in 2016. As oil prices recovered from 2017 to 2019, so did orders, particularly for FPSOs, which rose from six in 2017 to 13 in 2019, a level not seen since 2013. With the COVID-19 pandemic and subsequent oil price crash, only three FPSOs were ordered in 2020. However, as oil prices recovered, nine FPSOs were awarded in 2021. The number of awards is expected to increase in 2022 and beyond.

Source: Energy Maritime Associates, Jan 2022

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Currently Installed Units

As of January 2022, there are 300 FPS systems in service worldwide comprised of FPSOs (55%) of the current total, Production Semis (13%), FSRUs (12%), TLPs (9%), Production Spars (7%), Production Barges (3%), and FLNGs (1%). This does not include 35 production units and four floating storage/offloading units that are available for re-use. There are two FPSOs under repair. Another 100 floating storage/offloading units (without production capability) are in service.

Source: Energy Maritime Associates, Jan 2022

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Global Distribution of Installed Units by Type:

Source: Energy Maritime Associates, Jan 2022

Source: Energy Maritime Associates, Jan 2022

Markets

The top five regions for floating production systems are Southeast Asia (21%), Africa (19%), Brazil (17%), Gulf of Mexico (GOM) (15%), and Northern Europe (NE) (11%). The type of systems varies widely from region to region – FSOs are the

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dominant type in Southeast Asia (SEA) due to the relatively shallow water depths and lack of infrastructure. In this type of environments, a fixed production platform and FSO is often the most economic development option.

The current order backlog consists of 38 production floaters, nine FSOs (four Oil and five LNG) and two Mobile Offshore Production Units, or MOPUs. Within the backlog, 25 units are utilizing purpose-built hulls, 19 units are based on converted hulls, three redeployments and two major upgrades. Of the production floaters being built, 23 are owned by field operators, 26 by leasing contractors, including one which may be leased or owned (OSX-2). Yinson will upgrade this existing FPSO under a $505 million EPC contract, with the option to lease the unit to Enauta for 15-years, subject to financing.

Since 1997, the production floater order backlog has ranged from a low of 17 units in 1999 to a peak of 70 units in the first half of 2013. Within this period, there have been multiple cycles: a downturn in 1998 and 1999 followed by an upturn from 2000 to 2002 of 17 to 39 units, relative stability in 2003 and 2004, an upturn from 2005 to 2007 from 35 to 67 units followed by a downturn from 2008 to 2009 down to 32 units, an upturn between 2010 and 2013 to 70 units, and a gradual decline to around 50 units where it has remained since 2017. In the first quarter of 2021, the orderbook dropped to 42 as deliveries outpaced orders.

The destinations for the oil FSOs currently on order are Brazil, Northern Europe, Africa and Southwest Asia/Middle East.

Source: Energy Maritime Associates, Jan 2022

Most Attractive Growth Regions

Brazil remains the top growth region again this year, as it has been since the beginning of the FPS Market Sentiments Survey. Petrobras awarded five FPSOs in 2021 and has plans for many more on the giant pre-salt fields. Independent operators are redeveloping older fields, while larger players such as Equinor and Shell are progressing new developments. EMA is tracking 26 potential projects in Brazil, which could require up to 39 floating production units.

After a year in the third spot, West Africa returned to second place buoyed by the prospects of long-awaited awards for Angola and Nigeria Total and Shell.

South America (ex-Brazil) moved down from second place, perhaps due to some disappointing exploration drilling results. Nonetheless, ExxonMobil has placed orders for four FPSOs and has plans for a further six units in Guyana (10 in total). There could be potential for double this number to develop the entire basin, which extends to neighboring Suriname.

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Source: Energy Maritime Associates, Jan 2022

The FSO Market

FSOs provide field storage and offloading in a variety of situations. FSOs are primarily used in conjunction with fixed platforms, MOPUs and production floaters (Semis, TLPs, Spars) to provide offshore field storage of oil and condensate. They are also used as offshore storage/export facilities for onshore production fields and as storage/blending/transshipment terminals for crude oil or refined products. Most FSOs store oil, although there are a few FSOs that store liquefied natural gas (LNG) or liquefied petroleum gas (LPG).

FSOs range from simple tankers with few modifications to purpose built and extensively modified tankers with significant additional equipment at a total cost ranging between $250 and $300 million. Oil storage capacity on FSOs varies from 60,000 barrels to three million barrels. FSO Asia and the FSO Africa, which are co-owned by Euronav, are among the largest and most complex FSOs in operation. Water depth ranges from 15 meters to 380 meters except for an FSO located in Brazil’s Marlim Sul field (1,180 meters). There is no inherent limitation on water depth for FSOs.

Most FSOs currently in operation are older single-hull tankers modified for storage/offloading use. Over 2/3rds of the FSOs now operating are at least 20 years old, with 26% over 30 years old. Production continues on many of these fields, therefore requiring life extension or replacement of these older hulls. Around 40% of the FSOs in service are Aframax or Suezmax-size (600,000 to one million barrels). VLCC or ULCC size units (up to three million barrels) account for another 40%. The remaining 20% of FSOs is comprised of smaller units.

Approximately 50% of FSOs in service are positioned in Southeast Asia. Around another 15% are in West Africa. The others are spread over the Middle East, India, Northern Europe, Mediterranean, Brazil, and elsewhere. Fuel storage units account for 20% of the fleet and are mainly located off Singapore/Malaysia. These are almost all 15 to 25 years old VLCC tankers, with minimal modification.

Large storage capacity and ability to be moored in almost any water depth makes FSOs ideal for areas without pipeline infrastructure and where the production platform has no storage capabilities (fixed platforms, MOPU, Spar, TLP, Semi-submersible platform). FSOs have no or limited process topsides, which make them relatively simple to convert from old tankers, as compared to an FPSO. FSOs can be relocated to other fields and some have also later been converted to FPSOs.

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The Key Components of an FSO

Unlike other FPS systems, the hull is the primary component of an FSO. Topsides are normally simple and feature primarily accommodation, helicopter landing facilities, crude metering equipment, and sometimes power generation. However, some FSOs, including the FSO Asia and the FSO Africa, which are co-owned by Euronav, have more sophisticated topsides (which are described below). Mooring systems are the same as for an FPSO: spread-mooring or turret-moored (internal and external). In addition, some simple storage units are moored by their own anchor or alongside a jetty. In benign environments, an FSO can be moored to a Catenary Anchor Leg Mooring buoy (soft mooring), where the buoy is fixed to the seabed and attached to the FSO by mooring ropes.

Some FSOs, such as FSO Asia and FSO Africa, include a small part of the production process, particularly water separation/treatment and chemical injection. For example, after initial processing on the platform, the FSO Asia and FSO Africa may provide additional processing of the platform fluids and separate the water from the crude oil. The oil and water are usually heated, accelerating the separation of the two organic compounds. Once separated, oil is transferred to separate storage cargo tanks and then offloaded to export vessels. Water is treated, purified and returned to the underwater source reservoir or directly to the sea.

Trends in FSO orders

There were 57 orders for FSOs placed over the past ten years, an average of 5.7 annually. Over one-third of those orders were for simple fuel storage. Of the FSOs for offshore fields, 25% of the FSOs were purpose-built and 75% of the FSOs were converted from existing oil tankers. This is in line with the currently installed fleet profile.

Forecast Summary

EMA is tracking 24 potential projects in the planning stage that may require an FSO. The number of FSO projects in the planning pipeline has decreased by five since last year as three projects were awarded, and smaller independents paused exploration and development activity in 2020 and 2021. FSO projects can typically be developed more quickly than other FPS developments and therefore a number of projects could be awarded in the next five years that are not yet visible. The exception to this is condensate FSOs for gas projects, which require around three years for construction of the gas processing facilities.

The prospects for the FSO sector remain good, supported by the number of visible projects in the planning stage, low development costs for offshore fields, and high oil prices. Utilization of drilling rigs has begun to increase, but rates are expected to remain low for some time due to competition. In Southeast Asia, the most popular development option is an FSO, in conjunction with a fixed platform or MOPU.

The vast majority of FSO orders will continue to go to Southeast Asian countries including Thailand, Vietnam, Indonesia, and Malaysia, but there has been increased activity in Africa and Mexico as well. Two large projects in Mexico, BHP’s Trion and Talos’s Zama, are currently progressing with developments that require FSOs. In addition, ageing FSOs on prolific fields may need to be replaced.

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From 2022 to 2026, converted oil tankers will remain the dominant choice for FSOs. Newbuilt units will be used for some projects with high specifications as well as for condensate FSOs on gas fields. We expect between 13 to 27 conversion and one to five newbuilding orders over the next five years. In addition, we expect one to three FSO orders to be filled by redeployed units. Currently, there are 26 idle FPSOs and nine idle FSOs. More than 20 units that could potentially be redeployed may become available over the next five years.

Between $1.6 and $4 billion is expected to be spent on FSO orders over the next five years, with the mid-case being $2.8 billion. Around 76% will be spent on conversions, 18% on newbuildings, and 6% on redeployments. The purpose-built units will cost in the range of $175 to $875 million. Converted units will cost an average of around $110 million. Capital cost for redeployed units would depend on the value assigned to the existing asset but should be slightly less than a converted unit. Where the capex falls in this range depends on the hull size, design life and mooring/ offloading system needed.

In the past, most vessels chosen for conversion were between 20 and 25 years old. However, this trend is changing as companies increasingly scrutinize the quality and hull fatigue of the units earmarked as conversion candidates. Some recent FPSO conversion projects have selected newbuilt intercepts or units as young as 5 years old.

FSO conversion work is being carried out in Chinese yards, but some of the more complex FSO projects will continue to be performed in Singapore. Most newbuilt units have been constructed by the Chinese and Korean yards. However, Jurong shipyard in Singapore completed a high spec unit for the UK’s Culzean field in 2018.

Competition

Competition in the FSO market includes tanker owners, specialized FSO/FPSO contractors, and engineering/construction companies in the floating production sector. Tanker owners tend to compete for projects which require less modification and investment. Companies such as Altera Infrastructure (formerly Teekay Offshore Partners L.P.), Knutsen NYK Offshore Tankers AS, Malaysia International Shipping Corporation Berhad, and Omni Offshore Terminals Pte Ltd target more complex FSO projects with higher specifications and client requirements. FPSO contractors such as MODEC Inc, SBM Offshore N.V., and BW Offshore Limited had competed in the FSO market in the past but are now primarily focused on large FPSO projects.

Most clients conduct a detailed pre-qualification screening before accepting proposals. Pre-qualification requirements include: FSO conversion and operation experience, health, safety, environment systems and procedures, access to tanker for conversion, and financial resources.

Contract Structure

As part of the overall offshore field development, most FSOs are leased on long-term (five to 15 years), fixed rate service contracts (normally structured as either a time charter or a bareboat contract). The FSO is essential to the field production as oil is exported via the FSO. Typically, the FSO contract has a fixed period as well as additional extension periods (at the charterer’s option) depending on the projected life of the development project. The FSO is designed to remain offshore for the duration of the contact, as opposed to conventional tankers, which have scheduled drydocking repairs every two to three years. Depending on tax treatment and local regulations, some oil companies elect to purchase the FSO rather than lease it, particularly when the unit is expected to remain on site for over 20 years. However, there have been FSO lease contracts for 20 or even 25 years.

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Environmental and Other Regulations on Tankers and FSO's

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications (where applicable) and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard or USCG, Captain of the Port or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in full compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The IMO had adopted the International Convention for the Prevention of Pollution from Ships (MARPOL), the International Convention for the Safety of Life at Sea of 1974 (SOLAS Convention), and the International Convention on Load Lines of 1966 (LL Convention). MARPOL establishes structural and operational environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to all tankers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to prevention of pollution by oil; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to prevention of air pollution from ships. Annex VI was separately adopted by the IMO in September of 1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2013, the IMO’s Marine Environmental Protection Committee (MEPC) adopted a resolution amending MARPOL Annex I Condition Assessment Scheme (CAS). These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers (ESP Code) which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used onboard vessels. On October 27, 2016, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Vessels are now required to obtain bunker delivery notes and

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International Air Pollution Prevention (IAPP) Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on vessels were adopted and took effect March 1, 2020, with the exception of vessels fitted with exhaust gas cleaning equipment (scrubbers), which can carry fuel of higher sulfur content. These regulations subject ocean-going vessels to stringent emissions controls, and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain “Emission Control Areas,” or ECAs. As of January 1, 2015, vessels operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean area. In addition, several Chinese ports have established a similar system. Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency “EPA”, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution (Barcelona Convention) agreed to support the designation of a new ECA in the Mediterranean. The group plans to submit a formal proposal to the IMO by the end of 2022 with the goal of having the ECA implemented by 2025.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to vessels that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for vessels built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010. As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.

As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires vessels above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from vessels, as discussed further below.

As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for vessels. All vessels are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMP), and new vessels must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index (EEDI). Under these measures, by 2025, all new vessels built will be 30% more energy efficient than those built in 2014. Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.

Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (EEXI), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (CII). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (HFO) by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session in June 2021 and are expected to enter into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.

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We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention addresses issues related to the safe manning of vessels and emergency preparedness, training and drills. The Convention of Limitation of Liability for Maritime Claims (LLMC) sets limitations of liability for a loss of life or personal injury claim or a property claim against vessel owners. We believe that our vessels are in full compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (ISM Code), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code.

The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate (SMC) for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance (DOC), issued by, or on behalf of, each flag state, under the ISM Code. We have obtained applicable documents of compliance for our ship management offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Regulation II-1/3-10 of the SOLAS Convention governs vessel construction and stipulates that vessels over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers, among other vessels. The SOLAS Convention regulation II-1/3-10 on goal-based vessel construction standards for oil tankers, among other vessels, which entered into force on January 1, 2012, requires that all oil tankers, among other vessels, of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (GBS Standards).

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (IMDG Code). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. The upcoming amendments, which will come into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (STCW). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

The IMO's Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (Polar Code). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. The Polar Code applies to new ships constructed after January 1, 2017,

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and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey.

Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems are required to be incorporated by vessel-owners and managers by their first annual Document of Compliance audit after January 1, 2021. In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This may cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (BWM Convention) in 2004. The BWM Convention entered into force on September 8, 2017. The BWM Convention requires vessels to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all vessels to carry a ballast water record book and an international ballast water management certificate.

On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (IOPP) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards. Those changes were adopted at MEPC 72. Vessels over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. We currently have 38 vessels that do not comply with the updated guideline and costs of compliance may be substantial and adversely affect our revenues and profitability.

Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard. Under these amendments, all ships must meet the D-2 standard by September 8, 2024. Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits. This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention. These amendments are expected to enter into force on June 1, 2022

Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000 (CLC). Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits

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on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the vessel owner’s actual fault and under the 1992 Protocol where the spill is caused by the vessel owner’s intentional or reckless act or omission where the vessel owner knew pollution damage would probably result. The CLC requires vessels over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. All of our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (Bunker Convention) to impose strict liability on vessel owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of vessels over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in vessel’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Vessels are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships (Anti‑fouling Convention). The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. We have obtained Antifouling System Certificates for all of our vessels that are subject to the Antifouling Convention.

In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit antifouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system. In addition, the IAFS Certificate has been updated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by this ban on cybutryne must receive an updated IAFS Certificate no later than two years after the entry into force of these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the vessel owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. [As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations may have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990 (OPA) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the

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case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

(i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii) injury to, or economic losses resulting from, the destruction of real and personal property;

(iii) loss of subsistence use of natural resources that are injured, destroyed or lost;

(iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective November 12, 2019, the USCG adjusted the limits of OPA liability for tankers, other than a single-hull tanker, over 3,000 gross tons liability to the greater of $2,300 per gross ton or $19,943,400 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (BSEE) revised Production Safety Systems Rule (PSSR), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and the former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. In January 2021, current U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters. However, attorneys general from 13 states filed suit in March 2021 to lift the executive order, and in June 2021, a federal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases “lies solely with Congress.” With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.

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OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act (CAA) of 1970 (including its amendments of 1977 and 1990) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.

The U.S. Clean Water Act (CWA) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States” (WOTUS), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of WOTUS. In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (NWPR) which significantly reduced the scope and oversight of EPA and the Department of the Army in traditionally non-navigable waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule. On December 7, 2021, the EPA and the Department of the Army proposed a rule that would reinstate the pre-2015 definition, which is subject to public comment until February 7, 2022.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to VIDA, which was signed into law on December 4, 2018 and replaces the VGP program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (NISA), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance and enforcement regulations within two years of EPA’s promulgation of standards. Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (NOI) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters.

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European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit vessel-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the vessel is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with vessels over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk vessels, as determined by type, age, and flag as well as the number of times the vessel has been detained. The European Union also adopted and extended a ban on substandard vessels and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in MARPOL Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by vessels at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

The Ship Recycling Regulation adopted in 2013 by the European Parliament and the Council of the European Union aims to reduce the negative impacts linked to the recycling of ships flying the flag of Member States of the Union. The Regulation lays down requirements that ships and recycling facilities have to fulfill in order to make sure that ship recycling takes place in an environmental sound and safe manner.

The Regulation first prohibits or restricts the installation and use of hazardous materials (like asbestos or ozone-depleting substances) on board ships.

The EU Ship Recycling Regulation (EUSRR), adopted in 2013, contains requirements for EU-flagged ships, of 500 gross tonnage and above, to carry an inventory of hazardous materials (IHM). In addition, ships calling at EU ports from non-EU countries will also be required to carry an IHM identifying all the hazardous materials on board. EU-flagged ships must also be scrapped in an EU approved ship recycling facility.

On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market. On July 14, 2021, the European Parliament formally proposed its plan, which would involve gradually including the maritime sector from 2023 and phasing the sector in over a three-year period. This will require shipowners to buy permits to cover these emissions. Contingent on negotiations and a formal approval vote, these proposed regulations may not enter into force for another year or two.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from vessels. The U.S. initially entered into the agreement, but on June 1, 2017, the former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective November 4, 2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from vessels was approved. In accordance with this roadmap, in April

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2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from vessels. The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from vessels through implementation of further phases of the EEDI for new vessels; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses. At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO Strategy on Reduction of GHG emissions from ships, recognizing the need to strengthen the ambition during the revision process. A final draft Revised IMO GHG Strategy would be considered by MEPC 80 (scheduled to meet in spring 2023), with a view to adoption.

The EU made a unilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large vessels over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. As previously discussed, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market are also forthcoming.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, the former U.S. President Trump signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions. On August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities. However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. The proposed rule would reduce 41 million tons of methane emissions between 2023 and 2035 and cut methane emissions in the oil and gas sector by approximately 74 percent compared to emissions from this sector in 2005. EPA also anticipates issuing a supplemental proposed rule in 2022 to include additional methane reduction measures following public input and anticipates issuing a final rule by the end of 2022. If these new regulations are finalized, they could affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be affected to the extent that climate change may result in sea level changes or certain weather events.

International Labour Organization

The International Labour Organization (ILO) is a specialized agency of the UN that has adopted the Maritime Labour Convention 2006 (MLC 2006), which has been amended in 2018 A Maritime Labour Certificate and a Declaration of Maritime Labour Compliance is required to ensure compliance with the MLC 2006 for all vessels above 500 gross tons in international trade. MLC is often called the “fourth pillar” of International maritime regulatory regime, because it stands beside the key IMO Conventions (SOLAS, MARPOL & STCW) that support quality shipping and held to eliminate substandard shipping. The MLC requires that vessel operators obtain an MLC Compliance certificate for each vessel they operate. All our vessels are in full compliance with and are certified to meet MLC 2006.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002 (MTSA). To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (ISPS Code). The ISPS Code is designed to enhance the security of ports and vessels against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate (ISSC) from a recognized security organization approved by the vessel’s flag state.

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The following are among the various requirements, some of which are found in SOLAS:

•Onboard installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;

•Onboard installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

•The development of vessel security plans;

•Ship identification number to be permanently marked on a vessel’s hull;

•A continuous synopsis record kept onboard showing a vessel’s history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

•Compliance with flag state security certification requirements.

Vessels operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the Gulf of Guinea, off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our business. Costs are incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers, among other vessels, constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. In complying with current and future environmental requirements, vessel-owners and operators may also incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance.

A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

The operation of our vessels is affected by the requirements set forth in the IMO's International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Currently, all of our vessels are ISM Code-certified. and we expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat

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charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. If we are subject to increased liability for non-compliance or if our insurance coverage is adversely impacted as a result of non-compliance, it may negatively affect our ability to pay dividends, if any, in the future. If any of our vessels are denied access to, or are detained in, certain ports, this may decrease our revenues.

Every seagoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,’’ signifying that the vessel has been built and maintained in accordance with the rules of the classification society. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned and will certify that such vessel complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

•Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class period indicated in the certificate.

•Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and are to be carried out either at or between the second and third Annual Surveys after Special Periodical Survey No. 1 and subsequent Special Periodical Surveys. Those items which are additional to the requirements of the Annual Surveys may be surveyed either at or between the second and third Annual Surveys. After the completion of the No.3 Special Periodical Survey the following Intermediate Surveys are of the same scope as the previous Special Periodical Survey.

•Special Periodical Surveys (or Class Renewal Surveys). Class renewal surveys, also known as Special Periodical Surveys, are carried out for the ship’s hull, machinery, including the electrical plant, and for any special equipment classed, and should be completed within five years after the date of build or after the crediting date of the previous Special Periodical Survey. At the special survey, the vessel is thoroughly examined, including ultrasonic-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than the minimum class requirements, the classification society would prescribe steel renewals. A Special Periodical Survey may be commenced at the fourth Annual Survey and be continued with completion by the fifth anniversary date. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear.

As mentioned above for vessels that are more than 15 years old, the Intermediate Survey may also have a considerable financial impact.

At an owner’s application, the surveys required for class renewal (for tankers only the ones in relation to machinery and automation) may be split according to an agreed schedule to extend over the entire five-year period. This process is referred to as continuous survey system. All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels are subject also to a minimum of two examinations of the outside of a vessel’s bottom and related items during each five-year special survey period. Examinations of the outside of a vessel’s bottom and related items is normally to be carried out with the vessel in drydock but an alternative examination while the vessel is afloat by an approved underwater inspection may be considered. One such examination is to be carried out in conjunction with the Special Periodical Survey and in this case the vessel must be in drydock. For vessels older than 15 years (after the third Special Periodical Survey) the bottom survey must always be in the drydock. In all cases, the interval between any two such examinations is not to exceed 36 months.

In general, during the above surveys if any defects are found, the classification surveyor will require immediate repairs or issue a ‘‘recommendation’’ which must be rectified by the shipowner within prescribed time limits.

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Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in-class” by a classification society which is a member of the International Association of Classification Societies, or the IACS. All our vessels are certified as being “in-class” by American Bureau of Shipping, Lloyds Register or Bureau Veritas who are all members of IACS. All new and secondhand vessels that we purchase must be certified prior to their delivery under our standard purchase contracts and memoranda of agreement. If the vessel is not certified on the scheduled date of closing, we have no obligation to take delivery of the vessel.

In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages. We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon vessel owners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for vessel owners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected, and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull and Machinery Insurance

We procure hull and machinery insurance, protection and indemnity insurance, which includes environmental damage and pollution insurance and war risk insurance and freight, demurrage and defense insurance for our fleet. We generally do not maintain insurance against loss of hire which covers business interruptions that result in the loss of use of a vessel.

Marine and War Risks Insurance

We have in force marine and war risks insurance for all of our vessels. Our marine hull and machinery insurance covers risks of particular and general average and actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured named perils up to an agreed amount per vessel. Our war risks insurance covers the risks of particular and general average and actual or constructive total loss from acts of war and civil war, terrorism, piracy, confiscation, seizure, capture, vandalism, sabotage, and other war-related named perils. We have also arranged coverage for increased value for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover amounts in excess of those recoverable under the hull and machinery policy in order to compensate for additional costs associated with replacement of the loss of the vessel. Each vessel is covered up to at least its fair market value at the time of the insurance attachment and subject to a fixed deductible per each single accident or occurrence, but excluding actual or constructive total loss. As of the date of this annual report, nil deductible applies under the war risks insurance.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, and covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances, and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations (clubs).

Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 13 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. The International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US $10 million up to, currently, approximately US $8.2 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

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Application of global Environmental and other regulations

The EU Emission Trading System (ETS) will be applied for maritime shipping as of 2023 with a phase-in period. Shipowners will need to purchase and surrender a number of emission allowances that represent their Monitoring, Reporting and Verification (MRV)-recorded carbon emission exposure for a specific reporting period. The geographical scope covers emissions generated at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The person or organisation responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organisation or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.

While an EU ETS could accelerate building more efficient ships, any regional system comes with significant administrative burden and a risk of market distortion. To drive the market towards more energy efficient ships, it is crucial that the EU polluter pays principle is applied. In terms of shipping chartering agreements, the 'polluter' might be considered as the body responsible for the decision of speed. The level of speed is dictating the fuel consumption during voyage and impact of greenhouse gas (GHG) emissions. Therefore, operators are the ones that can be held accountable for reducing emissions.

FuelEU Maritime sets a limit on the overall lifecycle GHG intensity of fuels used in 2020 as a reference and start taking effect in 2025. It also introduces a mandate for using Onshore Power Supply for two ship types, i.e. passenger ships and container ships. The geographical scope covers energy used at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The proposed Regulation introduces a pooling mechanism for companies in order meet the carbon intensity target as well as EU harmonized penalties for missing the targets. It also introduced an additional MRV system as well as a methodology of life cycle analysis of fuels. A key concern about these proposals is the complexity it would introduce for both users and suppliers of marine energy in order to prove and certify the full well to wake GHG lifecycle emissions of alternative non-fossil fuels. Certifying the real Well-to-Tank (WtT) GHG emissions and the production pathway could be very complex, as it is quite likely that new alternative fuels – just like today’s oil-based fuels – will be blends of components from different producers and production method.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict our ability to comply and the ultimate cost of complying with these requirement unless valid and detailed regulatory information becomes available well in advance, and also, the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

As one of the largest listed crude tanker shipping companies in the world, we recognize the need to operate a safe, responsible and sustainable business built for the long term. We are committed to implementing ESG practices into our operational and strategic decision-making to be a leader in sustainable crude tanker shipping. As such, we aim at exceeding minimum compliance levels set forth in rules and regulations governing the maritime industry, including certain rules and regulations described below, if possible and appropriate for our business.

In this respect in terms of disclosure we report in accordance with the Marine Transportation framework established by the Sustainability Accounting Standards Board (SASB). The SASB standard allows us to identify, manage and report on material sustainability or ESG topics with industry specific performance metrics, based on SASB’s internationally recognized indicators and related definitions, scope and calculations. Additionally, we have incorporated the principles of the UN Sustainability Development Goals where applicable.

We believe that environmental actions, addressing climate change, and operating our business to the highest safety standards cannot be done without strong governance, which includes high ethical standards and oversight from an independent board and management. Environment and governance cannot do without the input of social or human capital. Sustainability at Euronav goes beyond emissions, climate change and environmental pollution. It is also about delivering a

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caring, respectful and supportive environment to our employees, prioritizing safety at all levels of our business, and ensuring accountability on these objectives.

Our ESG Performance

First and foremost, Euronav’s sustainability policy aligns with the purpose of a ‘shared blueprint for peace and prosperity for people and the planet, now and into the future’. To that end, the Company is proud to be engaged with the UN Sustainable Development Goals and we believe we can have influence over the delivery of eleven of the UN SDGs: Good Health and Well-being (SDG - 3), Gender Equality (SDG - 5), Clean Water and Sanitation (SDG - 6), Affordable and Clean Energy (SDG - 7), Decent Work and Economic Growth (SDG - 8), Industry, Innovation and Infrastructure (SDG - 9), Responsible Consumption and Production (SDG - 12). Climate Action (SDG - 13), Life Below Water (SDG - 14), Peace, Justice and Strong Institutions (SDG - 16), and Partnerships for the Goals (SDG - 17).

We worked together with key stakeholders to build our 2021 Materiality Assessment. External (e.g. banks) and internal stakeholders (i.e. Management) provided their directional expectations on the key ESG material items to be prioritized in the course of 2022. Innovation, Regulation, Climate change risk & Disclosure and Ethics & Anti-corruption were the key material elements where both external and internal stakeholders identified as a priority. Euronav has already build a strong governance framework to drive changes in different aspects, whereas our internal business platforms (Innovation) demonstrate that our company has already a strong and tested foundation to drive growth. For more information, please see "Item 5. Environment, Social and Governance."

Environment

 

We implement strategies and measures designed to ensure compliance with all applicable environmental regulations and industry's best practices, reduce our carbon footprint, improve and disclose our environmental performance and protect the marine environment.

 

•For the first time, we communicate our decarbonisation ambition aiming at net-zero emissions for the operations under our control by 2050 at the latest.

•We have flagged specific short and long-term targets and milestones along our decarbonisation journey to 2050.

•We have established a dedicated fuel procurement and management team to ensure compliant Very Low Sulphur Fuel Oil (VLSFO) fuel is managed effectively and complies with new regulations to reduce SOX emissions by 85% from the United Nations agency for maritime safety and the prevention of pollution by vessels (IMO).

•We have an ongoing retrofit program across our entire fleet to comply with the IMO’s Ballast Water Management Convention.

•With our submission in 2021, Euronav was one more time awarded with a 'B' rating by the Carbon Disclosure Project for our ongoing engagement and transparency on climate change.

•We were an original drafting partner and fully participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to reduce shipping's total annual GHG emissions by at least 50% by 2050.

•We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Global Maritime Forum, the Getting to Zero Coalition, International Tanker Owner Pollution Federation, Sea Cargo Charter, Ocean Cleanup, HELMEPA (Hellenic Marine Environment Protection Association) and Intertanko.

•We are building Energy-Efficiency Management Plans per ship to ensure compliance with environmental regulations such as EEXI (Energy Efficiency Design Index for existing fleet) and CII (Carbon Intensity Index) through the implementation the proper efficiency measures.

•In line with the above, we are assessing and investing in energy-efficiency measures on board vessels to drive smart energy use, mitigating fuel consumption and emissions.

•We have introduced sustainability principles embedded in our Group's Procurement policies and we have established sustainability assessment frameworks to evaluate the sustainability profiles of our suppliers and support them to elevate their sustainability performance.

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•A ship recycling directional statement has also been developed indicating our Company's principles and compliance regarding ship recycling.

Social

•We are focused οn continuously improving our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore, to operational excellence, and to community support.

•The health, safety and well-being of our people at sea and on shore is our top priority, especially during the COVID-19 pandemic. We are a signatory to the Neptune Declaration on Seafarer Wellbeing, which promotes the health and safety of seafarers.

•We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification.

•We maintain high retention rates both on board and ashore and work to facilitate the professional development and career advancement of our people.

•Since the inception of the index in 2017 Euronav has been included in the Bloomberg Gender-Equality Index – ,which follows a company-wide assessment of gender representation –, Euronav is the only shipping company to be included in this independently accredited benchmark.

•Nationality diversity is substantiated by the 32 different nationalities offshore and 18 different nationalities onshore.

•Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education.  

•Exceptional safety performance demonstrated by a 3-year low LTI Frequency rate and TRC Frequency rate.

 

Governance

We endeavor to apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet.

•The Company is governed by a diverse and experienced, majority independent Supervisory Board.

•Established in 2019, Euronav is the only crude tanker company to have a dedicated committee comprising Supervisory and Management Board members as part of the Sustainability Committee. The role of this Sustainability Committee is to oversee Euronav’s management of and strategy toward sustainability and climate change.

•60% of our Supervisory Board is female and one out of three members in the Sustainability committee is female.

•We began the process of moving our capital funding to a sustainable framework with our September 2020 entrance into the $713.0 million Sustainability Linked Senior Secured Credit Facility in September of 2020, which facility features sustainability targets, including emissions reduction built into agreement.

•Following up on the above, Euronav has further closed sustainability linked loans during 2021. On April 2021, Euronav announced that it had signed an $90 million unsecured revolving credit facility. This new facility, was concluded with a range of commercial banks and with the support of Gigarant Investments, or Gigarant.

•In December 2021 Euronav secured an additional $73.5 million sustainability linked loan at LIBOR to finance two newbuilding Suezmaxes that came on the water in the first quarter of 2022. The loan has been concluded with DNB and includes sustainability and emission reductions as a component of the margin pricing. The conclusion of this funding brings facilities with an integrated sustainability component to 41% of Euronav’s commercial bank financing.

•We have a transparent Code of Business Conduct and Ethics, Anti-Corruption Policy and Whistleblower Protection Policy in place.  

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•Euronav scored an 'A' score under the Governance category within the course of CDP 2021 submission indicating the excellent performing practices our organization applies to strengthen its governance model.

•We implement robust risk management and strong internal controls.

•We have consistently been ranked in the top 10 in leading corporate governance surveys of shipping companies organized by Wells Fargo/Webber research since 2016 (https://www.euronav.com/en/sustainability/publications). The information contained on our website does not form part of this annual report.

Our Decarbonisation Strategy

We aim to lead the crude tanker and the shipping industry’s efforts to reduce greenhouse gas (GHG) emissions and comply with any set of regulations that we are liable to either globally or regionally. We intend to lead by example through the engagement with coalitions and broader industry collaboration with participants that aim to decarbonize the industry. We are focused on reducing emissions progressively going forward with yearly milestone targets in the short term and strategic commitments in the long-term.

Key drivers of our decarbonization strategy include:

•Continuing to lead by example by being transparent on reporting on our Scope 1, 2, and 3 GHG emissions

•Improving the energy efficiency of our existing fleet applying innovative technologies and reducing fuel consumption

•Conducting analyses on the energy transition and potential fuel pathways to shipping decarbonisation - We support the energy transition by participating in research and development for new zero-emission technologies and alternative fuels

•Activating operational measures where possible set forth by our people on board

•Developing partnerships and participating in cross-industry alliances which aim at shipping decarbonisation

•Partnering with R&D EU zero-emission shipping alliances to support development of future research agendas towards waterborne transport sector decarbonisation

•Implementing a fleet rejuvenation policy with view to introduce new and eco-efficient ship design

Our ambition is to achieve decarbonisation of shipping operations under our control already by 2040. Acknowledging the high degree of uncertainty regarding the energy transition we, however, commit to net-zero emissions by 2050 latest. We aim at aligning with 2030 IMO emission reduction trajectories and do our best to go beyond. We have and will continue to take various steps to reduce our carbon footprint and improve the environment, including through investments made to our fleet. Specifically, we have:

•Divested of certain older, less fuel-efficient vessels and replaced them with modern, more fuel-efficient vessels with lower fuel consumption in order to reduce our fleet’s greenhouse gas GHG emissions.

•Overseen that installation of ballast water treatment systems are installed on 45 vessels in our current fleet, which represents approximately 64% of our current fleet.

•Engaged in investments designed to both improve operational performance but also reduce emissions. For instance application on 27 vessels during 2021 dry docking schedule in foul reducing paints is expected to actively reduce our CO2 emissions.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of the vessel. We have been able to obtain all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business.

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Principal Executive Offices

Our principal executive Headquarters is located at De Gerlachekaai 20, 2000 Antwerpen, Belgium. Our telephone number at that address is +32 3 247 44 11.

We also have offices located in the United Kingdom, France, Greece, Hong Kong, Switzerland (canton Geneva) and Singapore. Please see section "Item 4 D. Property, Plants and Equipment" for a more detailed overview.

Our website is www.euronav.com. The information contained on our website does not form a part of this annual report.

C.          Organizational Structure

We were incorporated under the laws of Belgium on June 26, 2003. We own our vessels either directly at the parent level, indirectly through our wholly-owned vessel owning subsidiaries, or jointly through our 50%-owned subsidiaries.

The ship management of our vessels is performed mainly by our wholly-owned subsidiaries Euronav Ship Management SAS, Euronav SAS, Euronav Singapore Pte. Ltd. and Euronav Ship Management (Hellas) Ltd.

Our subsidiaries are incorporated under the laws of Belgium, France, United Kingdom, Liberia, Luxembourg, Cyprus, Hong Kong, Singapore and the Marshall Islands.

Please see Exhibit 8.1 to this annual report for a list of our subsidiaries.

D.          Property, Plants and Equipment

For a description of our fleet, please see "Item 4. Information on the Company—B. Business Overview—Our Fleet."

We own no properties other than our vessels. We lease office space in various jurisdictions, and have the following material leases in place for such use as of January 1, 2022:

•Belgium, located at Belgica Building, De Gerlachekaai 20, Antwerp, Belgium, for a yearly rent of $350,816.

•Greece, located at 31-33 Athinon Avenue, Athens, Greece 10447, for a yearly rent of $370,054.

•France, located at Quai Ernest Renaud 15, CS20421, 44104 Nantes Cedex 1, France, for a yearly rent of $34,126.

•United Kingdom, London, located at 81-99 Kings Road, Chelsea, London SW3 4PA, 1-3 floor, for a yearly rent of $996,646. We sublease part of this office space to third parties and received a yearly rent of $872,753.

•Singapore, located at 79 Anson Road, #23-06 Singapore (079906), for a yearly rent of $122,779.

•Hong Kong, located at Room 2503-05 25th Floor Harcourt House 39 Gloucester Road Wanchai Hong Kong, for a yearly rent of $49,419.

•United States of America, located at 299 Park Avenue, New York, for a yearly rent of $2,013,887. We sublease this office space to third parties and received a total yearly rent of $1,484,114. This lease expires in September 2025

•Switzerland, located at Place Bourg de Four #4, Geneva 1204 for a yearly rent of $31,846.

ITEM 4A.    UNRESOLVED STAFF COMMENTS

None.

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ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following management's discussion and analysis of the results of our operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, such as those set forth in "Item 3. Key Information—D. Risk Factors" and elsewhere in this report.

For a discussion of our results for the year ended December 31, 2020 compared to the year ended December 31, 2019, please see “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Year ended December 31, 2020, compared to the year ended December 31, 2019” contained in our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 15, 2021 and incorporated by reference herein.

Factors affecting our results of operations

The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:

•The spot rate and time charter market for VLCC and Suezmax tankers;

•The number of vessels in our fleet;

•Utilization rates on our vessels, including actual revenue days versus non-revenue ballast and off-hire days;

•Our ability to maintain and grow our customer relationships;

•Economic, financial, regulatory, political and government conditions that affect the supply and demand of crude oil and the tanker shipping industry;

•The earnings on our vessels;

•Gains and losses from the sale of assets and amortization of deferred gains;

•Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;

•Impairment losses on vessels or our fuel inventory on board of the Oceania;

•Administrative expenses;

•Potential liabilities arising from pending or future claims;

•Acts of piracy or terrorism;

•Depreciation;

•Drydocking and special survey days, both expected and unexpected;

•Our overall debt level and the interest expense and principal amortization;

•Equity gains (losses) of unconsolidated subsidiaries and associated companies;

•The European Ship Recycling regulation which is applicable as of January 1, 2019;

•IMO 2020: The MARPOL convention, Annex VI Prevention of Air Pollution from Ships which reduces the maximum amount of Sulfur that ships can emit into the air and is applicable since January 1, 2020;

•The International Convention for the Control and Management of Ships' Ballast Water and Sediments (BWM) which will be applicable;

•Impact related to COVID-19 pandemic on oil demand and our operations;

•Acts of war disturbing normal business operations; and

•Changes in tax regimes in certain jurisdictions.

COVID-19

Over the years 2021 and 2020, the economic impact of the COVID-19 pandemic has been affecting business all over the world, including Euronav. The Company has been taking the risks associated with the outbreak extremely seriously, and the safety and wellbeing of its employees is of paramount importance.

Crew changes have remained a challenging operation throughout the pandemic and whilst progress has been made since the peak of the crew crisis in the third quarter of 2020, continued focus on this area is required. Our crews have demonstrated resilience throughout this period to facilitate the Company' transport of crude oil, despite numerous difficulties in relation to crew changes and repatriation.

Whilst we have had extremely limited number of COVID-19 cases onboard of our vessels, we are facing a lot of challenges to make our crew changes, because many seafarers who are supposed to replace people onboard are testing positive to the Omicron and other variants of the COVID-19 virus which has negatively impacted their ability to travel. In order to

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overcome the difficult situation, the Company decided to accommodate deviations by ships to facilitate crew changes, resulting in an extra cost ($1.2 million) and less revenues because of off hire ($0.9 million).1

Going forward, it remains difficult to estimate the future impact of the pandemic on the economies where we are active, and hence difficult to quantify the impact these factors might have on our financial results.

In general, the tanker market has seen a very weak start in 2022, as it continues to suffer from global oil trade amid lingering impacts from the COVID-19 pandemic, recently compounded by short-term disruptions to the oil supply.

The short-term outlook for the tanker market remains generally weak against a backdrop of ongoing oil supply issues, including faltering Libyan output and OPEC+ continues missing production targets. Current forecasts indicate that the overall tanker demand will rise above pre-pandemic levels next year.

In view of the different dynamics which the Company does not control, the longer term global macro-economic impact on the Company’s results related to the COVID-19 outbreak remains difficult to accurately quantify. Any forward-looking statements should be regarded with caution because of the inherent uncertainties in economic trends and business risks related to the current COVID-19 outbreak.

The significant assumptions and accounting estimates used to support the reported amounts of assets and liabilities, income and expenses were regularly reviewed, and if needed, updated during 2021. The main judgements, estimates and assumptions, which might be impacted by COVID-19, are:

•Impairments: The carrying amount of the vessels is reviewed to determine whether an indication of impairment exists. No impairment is required as of December 31, 2021 as the recoverable amount of each Cash Generating Unit (CGU) continues to be in excess of the carrying amounts.

•Bunkers on the Oceania and the vessels are valued at lower of cost or net realizable value. Positive EBITDA was realized in 2021 for our fleet and the Group expects for 2022 the same based on the forecasted TCE rates, the same as used in the impairment analysis.

•Allowance for expected credit losses: in accordance with IFRS 9, the Company recognizes expected credit losses on trade receivables following the simplified approach. Lifetime expected losses are recognized for the trade receivables, excluding recoverable VAT amounts. Based on customer's payment behaviour, no significant additional allowances for expected credit losses were to be recognized as per December 31, 2021.

As the COVID-19 pandemic further evolves, potential changes in these views might occur in 2022. Please see "Item 3. Key Information—D. Risk Factors" for more details about potential effects of the coronavirus on our business.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with IFRS, which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.

The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see "Note 1—Summary of Significant Accounting Policies to our consolidated financial statements" included herein.

Revenue Recognition

We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Under IFRS 15, revenue from contracts with customers, voyage revenue is recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. Voyage expenses are capitalized between the previous

1 In total 97.7 days have been impacted, of which 31.4 days for the Suezmax segment and 66.3 days for the VLCC segment. The additional costs amounted to $0.2 million and $1.0 million for the respective segments. The off-hire impact amounted to $0.3 million for the Suezmaxes and $0.6 million for the VLCCs.

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discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15. To recognize costs incurred to fulfill a contract as an asset, the following criteria shall be met:

•The costs relate directly to the contract;

•The costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future, and

•The costs are expected to be recovered.

Capitalized voyage expenses are amortized ratably between load port and discharge port

Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The Board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.

For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool's participants on a TCE (Time Charter Equivalent) basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants' vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue.

Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels, whereas results from direct spot employment are earned and allocated on a one-on-one basis to the individual vessel and thus owner of the according vessel.

Vessel Useful Lives and Residual Values

The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased plus any additional capital expenditures less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 30 years was used. Following the signing of an extension of the contract with North Oil Company until 2032, the end of the useful economic life was set equal to the contract end date or approximately 30 years since build date. Newbuildings are depreciated from delivery from the construction yard.

If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels. 

Historically, the depreciation policy at the Group was to depreciate on a straight-line basis to nil value over twenty years. Periodically the Group assesses the merits of this policy with recognition that it is more conservative than its peers. Hence the Group reviewed the residual value of its vessels, an accounting estimate, in accordance with its accounting policy.

The Group considered its continued focus on sustainability, recent trends of the steel industry and the direction of the industry moving forward. Specifically, the Group considered the steel industry’s commitment to be carbon neutral in 2050 and the impact of this on scrap steel. Scrap steel is easily recoverable and infinitely recyclable and all scenarios leading to carbon neutrality in 2050 are likely to lead to an increased consumption of scrap steel. Furthermore, the use of scrap steel to produce finished products instead of metal ore results in reduced greenhouse gas emissions. The recycling of steel scrap obtained from end-of-life vessels also helps to reduce air and water pollution. Steel scrap from end-of-life products can be recycled back into new steel products with potentially a very low CO2 footprint. This indicates that there most likely will be a continuous need for scrap steel. This in turn should have a positive impact on the price of scrap steel from vessels.

The costs of recycling a vessel with due respect for the environment and the safety of the workers in specialized yards is challenging to forecast as regulations and good industry practice, leading to self-regulation, can dramatically change over time. However, the Group considers the recent trends of the steel industry and the outlook of future demand for scrap steel now to be indicative of a positive residual value of its vessels after consideration of disposal costs.

We note that last year’s scrap steel rates have reached unprecedented high values of over $600 per Light Displacement Tonnage (LDT). The Company’s prior view was that by the time the vessels reach the end of their useful lives, their residual

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values would likely be the same as their disposal costs. This no longer appears to be the case and has led to a re-assessment by management, resulting in a residual value estimate of vessels rising from nil, net, to a residual value equal to the lightweight tonnage of each vessel multiplied by a forecast scrap value per ton after dismantling, less disposal costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments.

The net scrap value per ton will now be estimated by taking into consideration the historical four-year scrap market rate average, taking into account any significant impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments, which is updated annually at year-end. This re-assessment will apply prospectively as from December 31, 2021 onwards and has no significant impact in the 2021 accounts. The impact on the consolidated statement of profit or loss for the year ending December 31, 2022 will be about $100 million lower depreciation based on the fleet composition as per December 31, 2021.

Vessel Impairment

The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. We define our Cash Generating Unit (or CGU) as a single vessel, unless such vessel is operated in a pool, in that case such vessel, together with the other vessels in the pool, are collectively treated as a CGU. The carrying amounts of our CGUs are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset or Cash Generating Unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

Tankers

The following internal and external indicators are reviewed to assess whether tankers might be impaired:

•The obsolescence or physical damage of an asset;

•Significant changes in the extent or manner in which an asset is (or is expected to be) used that have (or will have) an adverse effect on the entity;

•A plan to dispose of an asset before the previously expected date of disposal;

•Indications that the performance of an asset is, or will be, worse than expected;

•Cash flows for acquiring the asset, operating or maintaining it that are significantly higher than originally budgeted;

•Net cash flows or operating profits that are lower than originally budgeted;

•Net cash outflows or operating losses;

•Market capitalization below net asset value;

•A significant and unexpected decline in market value;

•Significant adverse effects in the technological, market, economic or legal environment including, but not limited to, vessel and crude oil supply and demand trends; and

•Increases in market interest rates.

When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be recovered, the Group performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost of disposal. For assessing value in use and the assumptions used we refer to the section "Calculation of recoverable amount" further down in the document.

Although management believes that its process to determine the assumptions used to evaluate the carrying amount of the assets, when required, are reasonable and appropriate, such assumptions are subject to judgment. Management is assessing continuously the resilience of its projections to the business cycles that can be observed in the tankers market, and concluded that a business cycle approach provides a better long-term view of the dynamics at play in the industry. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgment, analyst reports and past experience. Long term charter rates are used in the calculation in case available.

The Group performed a review of the internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that there were some indications that vessels might be impaired as of December 31, 2021. A determination of the fair value less cost-to-dispose or value-in-use computation was performed. The implemented computation showed that no impairment of CGU was required.

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FSOs

In the context of the valuation of the Group's investments in the respective joint ventures, the Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value-in-use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value-in-use, assumptions are made regarding the use of FSO, forecast charter rates, Weighted Average Cost of Capital (WACC), the useful life of the FSOs (30 years) and a residual value.

The value-in-use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and the charter rates are determined using the fixed daily rates as negotiated in the extension of the contract. The FSO Asia and the FSO Africa are on timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited until 2032.

In the context of the valuation of the Group's investments in the respective joint ventures, the Group also performed  a review of the internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that no value-in-use computation was necessary as of December 31, 2021. Such computation will be implemented in future periods when events and changes in circumstances indicate that an impairment might exist and the carrying amount of the assets might not be recovered.

Calculation of recoverable amount

The recoverable amount of an asset or Cash Generating Unit (CGU) is the greater of its fair value less cost of disposal and value-in-use. In assessing value-in-use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit. 

The carrying values of our vessels or our FSOs may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. The value of a FSO is highly dependent on the value of the service contract under which the unit is employed.

In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. The Group uses a business cycle approach to forecast expected TCE rates. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgment, analyst reports and past experience.

The WACC used to calculate the value-in-use of our assets is derived from our actual cost of debt and the cost of equity is calculated by using the beta as calculated by an external party with the country premium and market risk of our direct competitors, which we believe reflects the appropriate cost of equity.

Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved over the last 5 years, vessels useful lifetime and estimates of residual values consistent with our depreciation policy.

The more significant factors that could impact management's assumptions regarding time charter equivalent rates include:

•Loss or reduction in business from significant customers;

•Unanticipated changes in demand for transportation of crude oil and petroleum products;

•Changes in production of or demand for oil and petroleum products, generally or in particular regions;

•Greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker recycling; and

•Changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels.

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Our Fleet—Vessel Carrying Values

During the past few years, the market values of vessels have experienced particular volatility, with substantial declines prior to 2018 in many vessel classes and a recovery since then. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment indicator analysis and, if applicable, the impairment analysis discussed above, we have concluded that for the years ended December 31, 2021 and 2020, no impairment was required.

The following table presents information with respect to the carrying amount of our vessels by type and indicates whether their estimated market values are below their carrying values as of December 31, 2021 and December 31, 2020. The carrying value of each of our vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. Our estimates of market values for our vessels assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind. Our estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until we either determine to sell the vessel for a loss or determine that the vessel is impaired as discussed above in "Critical Accounting Policies—Vessel Impairment".

We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lifetime for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values (For Vessels or for the CGU as appropriate and defined in the Critical Accounting Policies - Vessel Impairment). For vessels that are designated as held for sale at the balance sheet date, we either use the agreed upon selling price of each vessel, if an agreement has been reached for such a sale, or an estimate of basic market value if an agreement for sale has not been reached as of the date of this annual report.

			(In thousands of USD)
Vessel Type	Numbers of Vessels at December 31, 2021	Numbers of Vessels at December 31, 2020	Carrying Value at December 31, 2021	Carrying Value at December 31, 2020
VLCC (includes V PLUS (1))	42	39	2,347,531	2,164,591
Suezmax (2)	22	23	620,256	700,717
Vessels held for sale	—	—	—	—
Total	64	62	2,967,787	2,865,308

(1)As of December 31, 2021, six of our VLCC owned vessels (December 31, 2020: 18) had carrying values which exceeded their individual market values. These vessels had an aggregate carrying value of $333.7 million (December 31, 2020: $1,198.3 million), which exceeded their aggregate market value by approximately $44.9 million (December 31, 2020: $93.5 million).

(2)As of December 31, 2021, eight of our Suezmax owned vessels (December 31, 2020: 15) had carrying values which exceeded their individual market values. These vessels had an aggregate carrying value of $232.2 million (December 31, 2020: $560 million), which exceeded their aggregate market value by approximately $17.7 million (December 31, 2020: $69.3 million).

The table above only takes into account the fleet that is 100% owned by Euronav and therefore does not take into account the two FSOs (FSO Asia and FSO Africa) and the Suezmax owned by Bari Shipholding Ltd as they are accounted for using the equity method. Furthermore, the table does also not take into account the right-of-use assets (Suezmaxes Marlin Somerset and Marlin Sardinia and the VLCCs Neptun, Navarin, Nucleus and Newton) and vessels under construction.

Vessels held for sale

Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable (when it is significantly more likely than merely probable).

Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost of disposal.

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Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Vessels classified as held for sale are no longer depreciated. No vessels were recorded as assets held for sale on December 31, 2021 nor on December 31, 2020.

Fleet Development

The following table summarizes the development of our fleet as of the dates presented below2:

	Year ended December 31, 2021	Year ended December 31, 2020	Year ended December 31, 2019
VLCCs
At start of period	43.0	44.0	45.0
Acquisitions	4.0	—	—
Disposals	(1.0)	(1.0)	(1.0)
Chartered-in	—	—	—
At end of period	46.0	43.0	44.0
Newbuildings on order	3.0	4.0	—
Suezmax
At start of period	25.5	26.0	26.0
Acquisitions	—	—	1.0
Disposals	(1.0)	(2.5)	(1.0)
Chartered in	—	2.0	—
At end of period	24.5	25.5	26.0
Newbuildings on order	5.0	—	—
LR1
At start of period	—	—	1.0
Acquisitions	—	—	—
Disposals	—	—	(1.0)
Chartered in	—	—	—
At end of period	—	—	—
Newbuildings on order	—	—	—
FSO
At start of period	1.0	1.0	1.0
Acquisitions	—	—	—
Disposals	—	—	—
Chartered in	—	—	—
At end of period	1.0	1.0	1.0
Newbuildings on order	—	—	—
Total fleet
At start of period	69.5	71.0	73.0
Acquisitions	4.0	—	1.0
Disposals	(2.0)	(3.5)	(3.0)
Chartered in	—	2.0	—
At end of period	71.5	69.5	71.0
Newbuildings on order	8.0	4.0	—

2 This table includes the vessel and the FSOs that we own through joint venture entities, which we recognize in our income statement using the equity method, valued at our respective share of economic interest. This table does not include vessels that have been acquired but not yet delivered.

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Vessel Acquisitions and Charter-in Agreements

In November 2019 two joint venture agreements were signed with Ridgetuf LLC resulting in the incorporation of two 50 per cent joint venture companies Bari Shipholding Limited and Bastia Shipholding Limited. Bari Shipholding Limited and Bastia Shipholding Limited are the owners of, respectively, the Suezmax vessels Bari and Bastia.

On February 12, 2020 and March 6, 2020, we announced that Euronav has entered into an agreement for the acquisition through resale of three and one VLCC newbuilding contracts, respectively, with delivery dates in the first quarter of 2021.

In January 2021, we took delivery of the first two of four newbuildings, Delos (2021 – 300,200 dwt) and Diodorus (2021 – 300,200 dwt), which were purchased in February 2020. In March 2021, Euronav took delivery of the third and fourth newbuilding, Doris (2021 - 300,200 dwt) and Dickens (2021 - 300,200 dwt).

On February 10, 2021, we entered into an agreement for the acquisition through resale of two eco-Suezmax newbuilding contracts. Currently completing construction at the Daehan Shipyard in South Korea, these modern vessels are being acquired for an en-bloc price of $113.0 million. Both vessels are due for delivery in January 2022. The vessels are the latest generation of Suezmax Eco-type tankers. They will be fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment systems. The vessels have the structural notation to be LNG Ready. Euronav is working closely with the shipyard to also have the structural notation to be Ammonia Ready. This provides the option to switch to other fuels at a later stage.

On April 22, 2021, we announced that we had entered into an agreement with the Hyundai Samho yard for two VLCC newbuilding contracts. In addition to being significantly more fuel efficient compared to the vessels they will replace, the newbuildings will also be fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment Systems. These market leading units will be delivered during the first quarter of 2023, costing $186 million en-bloc, and including $4.2 million in additions and upgrades to the standard specifications. Euronav also has the option to contract a third VLCC with the same specifications that would be delivered in the second quarter of 2023.

In July 2021, we announced that it entered into new contracts for the building of three Suezmaxes The three firm Suezmaxes were contracted for a total cost of $199.2 million ($66.4 million each). The vessels will be delivered in the third quarter of 2023 and the first quarter of 2024.

Vessel Sales and Redeliveries

On February 20, 2019, we sold the LR1 Genmar Compatriot (2004 – 72,768 dwt) for a net sale price of $6.6 million.We recorded a capital gain of $0.4 million in the second quarter of 2019 upon delivery to its new owner on May 21, 2019.

On July 12, 2019, we sold the VLCC V.K. Eddie (2005 - 305,261 dwt), for $38.0 million. This vessel was accounted for as a non-current asset held for sale as of June 30, 2019, and had a carrying value of $23.2 million at that time. The vessel was delivered to its new owner on August 5, 2019. Taking into account $0.4 million of costs to sell (sales commissions), the gain on the sale of this vessel was $14.4 million. This gain was recorded upon delivery of the vessel in the third quarter of 2019.

On January 23, 2020, we sold the Suezmax Finesse (2003 - 149,994 dwt), for $21.0 million. This vessel was accounted for as a non-current asset held for sale as of December 31, 2019 and had a carrying value of $12.7 million. The vessel was delivered to its new owner on February 21, 2020 and the capital gain of $8.3 million was recorded in the first quarter of 2020.

On March 20, 2020, we sold the Suezmax Cap Diamant (2001 - 160,044 dwt) for a net sale price of $20.1 million. The Company recorded a capital gain of $12.8 million in the second quarter of 2020 upon delivery to its new owner on April 9, 2020.

On April 22, 2020, we sold the VLCC TI Hellas (2005 - 319,254 dwt) for a net sale price of $37.0 million. A capital gain of $1.6 million was recorded in the second quarter of 2020 upon delivery to its new owner on June 5, 2020.

On September 15, 2020, the Suezmax Bastia was sold for $20.5 million. A capital gain on the sale of $0.7 million (Euronav's share) was recorded in the joint venture company upon delivery to her new owners in the third quarter.

On February 22, 2021, we entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company recorded a capital gain of $1.2 million in the first quarter of 2021 upon delivery to their new owners on February 22, 2021. We have leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. At the end of the bareboat contract, the vessel will be redelivered to its owners.

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On June 7, 2021, we announced that we had sold the Suezmax Filikon (2002 – 149,989 dwt) for a net sale price of $16.0 million. We recorded a capital gain of $9.4 million in the second quarter of 2021 upon delivery to its owners on June 4, 2021.

On December 15, 2021, the VLCC Nautilus (2006 - 307,284 dwt), one out of four VLCCs that were part of the sale and leaseback agreement with Quattro LLC, was redelivered. A capital gain of $4.5 million was recorded in the fourth quarter of 2021. The remaining three vessels will be redelivered during the first quarter of 2022. It concerns the VLCCs: Navarin (2007 - 307,284 dwt), Neptun (2007 - 307,284 dwt) and Nucleus (2007 - 307,284 dwt).

Environment, Social and Governance

Sustainability has been embodied in the DNA of the Company long before financiers of businesses and regulators began dealing with it. That cultural value has spread from our workplaces onshore to our decks at sea where multiple, everyday examples demonstrate our commitment to the environmental protection.

Sustainability is a core Euronav value that is embedded in our business routines, extending beyond emissions, climate change and environmental pollution. We also endeavor to deliver a caring, respectful and supportive environment to our employees, prioritizing safety at all levels of our business, and ensuring accountability on these objectives. It is vital to understand that even the so-called shipping decarbonization is an inclusive process that can only be achieved if we guarantee the well-being of the people on board, embrace different cultures and safeguard the optimal operating conditions. As such, none of our current challenges are achieved if they are treated separately. It is a win-win situation.

Our concept of sustainability is based on three pillars: Environment, Social and Governance. We frame our decisions in terms of environmental, social, and human impact for the short-term, medium-term and long-term. We value all three pillars equally having put in motion a governance framework that underpins engagement and compliance, both internally and with our suppliers, customers, associations, partnerships and governmental agencies.

The corporate governance framework is set up to promote effectiveness of environmental and climate change strategies together with community engagement policies based on our corporate business conduct and principles. However, we believe that an ESG framework is only effective if it relies on a solid and healthy financial foundation that can directly support the implementation of each of the aforementioned pillars.

Regarding our environmental footprint, throughout 2021, a number of projects have been initiated to reduce our future fuel consumption, and so our CO2 emissions. In this respect, reference can be made to the implementation of anti-fouling coating (an anti-fouling system refers to a coating, paint or surface treatment used on a ship to control or prevent attachment of unwanted organisms), the installation of Propeller Boss Cap Fins to as well as the installation of the variable frequency drives (VFDs) on the Sea Water pumps and Engine Rooms Fans of some of our vessels.

In essence, antifouling coatings are used as a means of protection of the vessel’s hull from the development of slime, algae, barnacles and other aquatic organisms commonly known as biological fouling. The presence of such organisms considerably increase the surface roughness of the ship’s hull triggering in turn a considerable increase of the ship’s frictional and viscous pressure resistance components, thus resulting in increased fuel consumption and CO2 emissions.

Anti-fouling paints are applied on the hull of a ship, reducing the accumulation of invasive aquatic species, and maintaining a smooth hull. These results are achieved through reduced frictional resistance facilitated by anti-fouling paints, which lead to better fuel performance. A fast-growing technology in its own right, the latest hull coatings have shown considerable potential for substantial eco-efficiency savings over the past few years. Most hull coatings today are designed to reduce hydrodynamic drag and to prevent the build-up of marine organisms. This also leads to a variety for ‘fuel saving claims’, such as reduction of fuel burn as well as CO2 emissions. From 2015, the use of both advanced silicone based antifouling coatings as well as silyl acrylate premium self-polishing coatings has been pilot tested and applied to part of the Euronav fleet. Following the examination of the full docking cycle (Dock-to-Dock), the superior performance and fuel saving merit of such coatings has been verified. At the time of the writing (the first quarter of 2022) a total of 35 vessels of the Euronav fleet have been coated with such advanced coatings. In order to attain the best possible result from the docking, the silicone application has been completed with a complete removal of old paints by means of abrasive blasting to bare metal for all underwater areas as well as the painting of the ship’s propeller with silicone coating as well.

Propeller Boss Cap fins (PBCF) have replaced the normal propeller cap for vessels that had compatible propellers. The PBCF is in fact a “smaller” propeller instead at the propeller cap that absorbs the generated propeller hub vortex and turns it into thrust, benefiting the overall ship performance both in terms of power requirements as well as in terms of smaller thrust and thus a lighter propeller. So far a total number of six PBCFs have been installed on the Euronav fleet.

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Variable Frequency Drives enable the use of electric motors in arbitrary revolution as opposed to the maximum/nominal motor shaft revolutions, leading to a considerable reduction of the electrical power consumed by the concerned electric motors. After investigating with original equipment manufacturers and shipyards, it has been concluded that the best saving can be attained from the application of VFDs on the Sea Water pumps and Engine Room Fans. So far a total of 10 of our vessels have been retrofitted with VFDs.

Furthermore, we have continued our Digital Transformation journey. In this respect, reference can be made to FAST, Euronav's Fleet Automatic Statistics and Tracking platform. The FAST platform is the result of a collaborative approach between the staff on shore and at sea. This interaction between the different stakeholders in the organisation definitely brings a lot of value and allows us to develop a state-of-the-art digital platform. FAST is used by officers on board and by many departments on shore to monitor and improve the performance of our fleet.

The implementation of this revolutionary Internet of Things project allows Euronav to make “Data Driven Decisions”. By closely monitoring and measuring historical performance of the vessels, we believe insights will be gained into how the performance and consumption of our vessels may be optimized in future.

Currently Artificial Intelligence models are being developed, supporting in-depth analysis on the performance of our main engines, auxiliary engines and boilers, etc. In addition, more innovative projects are in the pipeline such as complete voyage optimization, lube oil monitoring and technical performance dashboards (KPI’s) with a clear return on investment over the next few years.

At the moment, FAST has been implemented on 30 of the Company's vessels. As soon as the COVID restrictions will be lifted, FAST will be implemented across all remaining vessels in 2022.

Shifting towards the second pillar of our sustainability approach, Social. This Social pillar of our sustainability approach is all about people, inspiring and enabling talented, hard-working employees to achieve their career goals in a healthy, challenging and rewarding environment.

Euronav is devoted to cultivating a culture centered around teamwork and an environment where people work together for the overall success of the Company, on shore and at sea. Euronav practices performance planning and appraisal, training and development, and strongly advocates promotion from within. Our policies aim to enhance and reward performance, engage our people and retain key talent. In order to excel even more in the future, Euronav is always looking for new talents to join our company.

Furthermore, we celebrate the diversity in our workforce. Many of our employees and officers have a wealth of long service and experience in the business while others are new entrants with fresh perspectives. This commitment and stability enriched with diversity has enabled us to achieve excellent results in an extremely competitive industry. Euronav people bring to the job a rich diversity of educational and professional qualifications, including professionals with nautical, engineering, finance, business administration, legal and humanities backgrounds, who specialized in tanker operations, crewing, marine and technical areas and shipping corporate services.

As a socially responsible employer, Euronav positively impacts the communities in which it operates. The Company does this by building relationships and inspiring philanthropy and goodwill both inside and outside the Company. It actively encourages its staff to engage in community initiatives and supports employee involvement, be it volunteering, fundraising or donations through a variety of means such as fund-matching or sponsoring specific events.

Lastly, our Corporate Governance is the third pillar of our sustainability approach. In this respect, reference can be made to the "Code of Business Conduct and Ethics" as well as to the "Anti-Corruption Policy".

Euronav is committed to conduct all of its business operations around the world in an honest, fair, transparent and ethical manner. The Anti-Corruption Policy is applicable to employees and persons who act on behalf of Euronav in a long-term relationship. Euronav has also become a member of the Maritime Anti-Corruption Network (MACN).

As a publicly traded company, Euronav needs to comply with the structures and controls imposed by these capital markets. These provide a robust and sustainable framework for investors to have confidence that executive management teams and boards conduct themselves and execute strategy correctly and in a measurable way. Several agencies play a role when a company is listed as a publicly traded company. Stock exchanges require high standards of accounting discipline and regulatory compliance. Investors will also demand a consistent application of best practice in terms of presentation and detail of financial performance.

Third party specialist agencies measuring outputs on governance, ethical standards and other non-financial items such as CDP (the Carbon Disclosure Project) are becoming increasingly prominent. The Poseidon Principles is a transparent body

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that brings together industry participants and practitioners directly, alongside the financiers of shipping in developing a core code of standards to comply with shipping’s decarbonisation. The self-regulatory mechanism behind this collective group will provide full transparency for all capital providers to the shipping sector.

Euronav, along with other responsible tanker operators, has an obligation and duty to defend and promote our business models and wider corporate reputation. Euronav believes that by joining bodies such as the Poseidon Principles and Global Maritime Forum along with initiatives such as Getting to Zero, the Company is contributing actively and positively to improving shipping and crude tanker shipping’s reputation by engaging with a diverse base of stakeholders.

Finally, in the Webber Research 2021 ESG Scorecard, Euronav was ranked second out of 52 shipping companies of various sectors including containers and bulk tankers. The scorecard ranks the public shipping universe on a number of corporate governance metrics with the goal of identifying both high quality shipping platforms and points of conflict based on underlying factors.

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A.  Operating Results 

This section comments on the operating results of the year ended December 31, 2021, compared to the year ended December 31, 2020.

Total shipping revenues and voyage expenses and commissions

In the spring of 2020, large tanker freight levels spiked up tremendously as oil prices plunged and there was an urgent need to move and store the cheap oil. Oil prices dipped in response to fears about the rapid spread of COVID-19 and an escalating oil price war between Russia and Saudi Arabia. Both spot and time charter reached levels not seen for years,

However in the second half of 2020, the market turned around dramatically as the world went into a COVID related economic slowdown reducing oil transportation demand.

This was further exacerbated by OPEC+ production cuts as they tried to speed up the oil market’s recovery from the COVID pandemic. In the second half of 2020, Euronav was still benefiting from short time charters that were concluded at higher rates. So overall 2020 revenue was very good.

In contrast to a very strong 2020, 2021 has been a very challenging year in terms of financial performance. The VLCC and Suezmax freight rates continued to trade at depressed levels and the expected recovery of the tanker market never materialized due to extended worldwide lockdowns caused by new COVID-19 variants. Furthermore, freight rates were trading in a narrow band without the usual volatility or seasonality.

Another influencing factor was the fact that the oil market was in backwardation, and so there was no need for storage. Oil prices and related bunker prices reached record highs, hence further reducing our earnings.

In terms of worldwide available capacity, the world large tanker fleet continued to grow with new deliveries and less than expected scrapping as older units found employment in illicit trades (Venezuela/Iran), and so putting the supply and demand equation under pressure.

Regarding the time charter employment of our fleet, this was reduced as the available time charter rates were not attractive and charterers preferred eco/scrubber fitted tonnage at depressed rates.

Our newbuilding units were put on short time charters ex-yard, commencing their maiden voyages in the clean petroleum product trade. This paid a premium compared to the dirty spot rates.

The following table sets forth our total shipping revenues and voyage expenses and commissions for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020 (revised)*	$ Change	% Change
Voyage charter and pool revenues	348,439	1,097,608	(749,169)	(68)	%
Time charter revenues	71,331	112,733	(41,402)	(37)	%
Other income	10,255	10,112	143	1	%
Total shipping revenues	430,025	1,220,453	(790,428)	(65)	%
Voyage expenses and commissions	(118,808)	(125,430)	6,622	(5)	%

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 of the consolidated financial statements for further details.

Total shipping revenues decreased by 65%, or $790.4 million, to $430.0 million for the year ended December 31, 2021, compared to $1,220.5 million for 2020.

Our voyage charter and pool revenues decreased by 68%, or $749.2 million, to $348.4 million for the year ended December 31, 2021, compared to $1,097.6 million for 2020.

Time charter revenues decreased by 37%, or $41.4 million, to $71.3 million for the year ended December 31, 2021, compared to $112.7 million for 2020. 

The other income remained on the same level or $10.3 million for the year ended December 31, 2021, compared to $10.1 million for 2020. Other income includes revenues related to the standard business operation of the fleet and that are not directly attributable to an individual voyage.

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The decrease in the revenues was partially offset by the decrease in voyage expenses and commissions, which decreased by 5% or $6.6 million, to $(118.8) million for the year ended December 31, 2021, compared to $(125.4) million for 2020.

The decrease in voyage expenses and commissions was mainly due to a decrease in bunker related expenses and commissions paid. Bunker expenses decreased compared to last year despite a higher average bunker price due to slower steaming as well as bunker saving initiatives installed on the fleet combined with a hedging program executed in 2021 to manage volatility. Moreover the Company is measuring the impact of the savings initiatives (FAST, anti-fouling and variable frequency drives) to support reporting on our sustainability efforts. KPI's have been defined, we refer to the Annual Report for more information.

To conclude, our 2021 revenue was weak, below 2020 rates and below breakeven levels.

Net gain (loss) on lease terminations and net gain (loss) on the sale of assets

The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020	$ Change	% Change
Net gain on sale of assets (including impairment on non-current assets held for sale)	15,068	22,727	(7,659)	(34)%

Net gain on sale of assets (including impairment on non-current assets held for sale). Net gain (loss) decreased by 34%, or $(7.7) million, to a net gain of $15.1 million for the year ended December 31, 2021, compared to a net gain of $22.7 million for 2020.

The net gain on sale of assets of $15.1 million in 2021, represents the aggregate of a gain of $9.4 million recorded on the sale of the Suezmax Filikon, a gain of $1.2 million recorded on the sale and leaseback agreement for the VLCC Newton, and a gain of $4.5 million on the redelivery of the VLCC Nautilus.

The net gain on sale of assets of $22.7 million in 2020 represents the aggregate of a gain of $12.8 million recorded on the sale of the Suezmax Cap Diamant, a gain of $8.3 million recorded on the sale of the Suezmax Finesse, and a gain of $1.6 million on the sale of the VLCC TI Hellas.

Vessel Operating Expenses

The following table sets forth our vessel operating expenses for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020 (revised)*	$ Change	% Change
Total VLCC operating expenses	145,219	141,463	3,756	3	%
Total Suezmax operating expenses	75,487	76,887	(1,400)	(2)	%
Total LR1 operating expenses	—	40	(40)	(100)	%
Total vessel operating expenses	220,706	218,390	2,316	1	%

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 of the consolidated financial statements for further details.

Total vessel operating expenses slightly increased by 1%, or $2.3 million, to $220.7 million during the year ended December 31, 2021, compared to $218.4 million for 2020.

VLCC operating expenses increased by 3%, or $3.8 million, during the year ended December 31, 2021, compared to 2020. This increase was driven by the incorporation of our four newbuildings (Delos, Diodorus, Doris and Dickens).

Suezmax operating expenses on the other hand decreased by (2)%, or $(1.4) million, during the year ended December 31, 2021, compared to 2020. This decrease was mainly driven by the sale of the Suezmax Filikon as well as the change in flag of the Suezmaxes Cap Leon, Cap Pierre and Cap Charles.

LR1 operating expenses decreased by (100)%, during the year ended December 31, 2021, compared to 2020. No LR1 vessels have been in operation since 2020.

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Time charter-in expenses and bareboat charter-hire expenses

The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020	$ Change	% Change
Time charter-in expenses	8,473	7,954	519	7	%
Bareboat charter-hire expenses	1,277	—	1,277	—	%
Total charter hire expense	9,750	7,954	1,796	23	%

Total charter hire expenses increased by 23%, or $1.8 million, to $9.8 million during the year ended December 31, 2021, compared to $8.0 million for 2020. The increase was mainly related to the bareboat charter-hire expenses.

On December 15, 2021, the contract of the four bareboat charters have ended whereby the costs related to the bareboat agreements were recognized in depreciation and amortization expenses according to IFRS 16. One vessel, the VLCC Nautilus, has been redelivered to the owners before year-end. The remaining three vessels (VLCCs Navarin, Neptun and Nucleus) will be redelivered during the first quarter of 2022. Therefore, $1.3 million bareboat hire relates to the 16 days bareboat in 2021 after the end of the contract. These expenses were recorded as bareboat hire instead of accounting for a lease modification.

Time charter-in expenses increased by 7%, or $0.5 million, to $8.5 million during the year ended December 31, 2021, compared to $8.0 million for 2020.

General and administrative expenses

The following table sets forth our general and administrative expenses for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020 (revised)*	$ Change	% Change
General and administrative expenses	32,408	37,333	(4,925)	(13)	%

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 for further details.

General and administrative expenses include, amongst others, shore staff wages excluding shore staff working entirely on ship management, directors' fees, office rental, consulting fees, audit fees and tonnage tax, decreased by 13%, or $4.9 million, to $32.4 million for the year ended December 31, 2021, compared to $37.3 million for 2020.

This decrease was mainly due to lower wages and salaries in 2021, which is attributable to a lower accrual for the shore bonus compared to 2020 on the one hand, and a more efficient use of our people resources on the other. Overall in 2021, the salaries and wages reduced by $3.1 million compared to 2020.

Another positively contributing factor was the decrease in the administrative expenses. This decrease was mainly driven by a decrease in management board fees on the one hand and no amounts written off on trade debtors in 2021 on the other. In total, the administrative expenses dropped by $3.3 million compared to previous year.

These decreases have been offset by an increase in provisions for equity-settled share-based payment arrangements. In total, these expenses increased by $1.3 million compared to previous year (see Note 23).

More details can be found under "Note 5 - Expenses for shipping activities and other expenses from operating activities".

Depreciation and amortization expenses

The following table sets forth our depreciation and amortization expenses for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020	$ Change	% Change
Depreciation and amortization expenses	344,994	319,751	25,243	8	%

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Depreciation and amortization expenses increased by 8%, or $25.2 million, to $345.0 million for the year ended December 31, 2021, compared to $319.8 million for 2020.

The increase was mainly driven by the change in the composition of our fleet portfolio. During 2021, four newbuildings in the VLCC segment have been added to the fleet. It concerns the vessels Delos (2021 – 300,200 dwt), Diodorus (2021 – 300,200 dwt), Doris (2021 – 300,200 dwt) and Dickens (2021 – 300,200 dwt). This triggered an additional depreciation expense of $18.3 million. Compared to 2020, the increase in depreciation and amortization expenses is also explained by the increase in depreciation on the right-of-use assets Suezmax Marlin Somerset, Suezmax Marlin Sardinia, as well as VLCC Newton for a total amount of $16.7 million.

The increase in the depreciation was partly offset by the sale of Suezmax Filikon (2002 – 149,989 dwt).

Finance Expenses

The following table sets forth our finance expenses for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020	$ Change	% Change
Interest expense on financial liabilities measured at amortized cost	57,961	60,627	(2,666)	(4)	%
Interest Leasing	2,378	3,287	(909)	(28)	%
Change in fair value of fuel derivatives recognized in P&L	8,966	1,723	7,243	420	%
Fair value adjustment on interest rate swaps	78	108	(30)	(28)	%
Other financial charges	14,265	9,936	4,329	44	%
Foreign exchange losses	11,893	15,872	(3,979)	(25)	%
Finance expenses	95,541	91,553	3,988	4	%

Finance expenses increased by 4%, or $4.0 million, to $95.5 million for the year ended December 31, 2021, compared to $91.6 million for 2020.

The increase in finance expenses is mainly due to the higher negative result on the fuel derivatives related to the hedging program of the bunker fuel and higher other financial charges, partially offset by a lower amount of foreign exchange losses.

The increase in other financial charges is mainly due to the repayment of the Nordic bond above par during 2021.

Share of results of equity accounted investees, net of income tax

The following table sets forth our share of results of equity accounted investees (net of income tax) for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020	$ Change	% Change
Share of results of equity accounted investees	22,976	10,917	12,059	110	%

The result of the equity accounted investees increased by 110%, or $12.1 million, to $23.0 million for the year ended December 31, 2021, compared to a result of $10.9 million for 2020. The increase is mainly due to a decrease in the depreciation and amortization cost for TI Asia and TI Africa enhanced by a decrease in income tax expenses for these two joint ventures.

The 2020 figures have been impacted by the recognition of a deferred tax liability following the signing of an extension for the two FSOs, until 2032, which caused an increase of the taxable difference between the current carrying amount at the end of the contracts for both FSOs.

More details can be found under Note 25 - equity accounted investees.

Income tax benefit/(expense)

The following table sets forth our income tax benefit/(expense) for the years ended December 31, 2021 and 2020:

(USD in thousands)	2021	2020	$ Change	% Change
Income tax benefit (expense)	427	(1,944)	2,371	(122)	%

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Income tax benefit/(expense) increased by 122%, or $2.4 million, to a tax benefit of $0.4 million for the year ended December 31, 2021, compared to an expense of $1.9 million for 2020, which was mainly due to a positive adjustment of income tax for previous periods.

B.    Liquidity and Capital Resources

We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the occasional issuance of convertible notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.

As of December 31, 2021 and December 31, 2020, we had $152.5 million and $161.5 million in cash and cash equivalents, respectively.

Our short-term liquidity requirements relate to payment of operating costs (including certain repairs performed in drydock and the installation of on-board systems to treat ballast water), lease payments for our chartered-in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledged under borrowings from commercial banks.

Sources of short-term liquidity include cash balances, restricted cash balances, syndicated credit lines, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of December 31, 2021 and December 31, 2020, we had $100 million and $0.0 million in available syndicated credit lines, respectively.

Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, drawdown under committed secured revolving credit facilities, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements. As of December 31, 2021 and December 31, 2020, we had $495.3 million and $940.4 million in available committed secured revolving credit facilities, respectively.

Net cash from (used in) operating activities during the year ended December 31, 2021 was $(25.3) million, compared to $969.8 million during the year ended December 31, 2020. Our partial reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease in the average TCE rates earned by our vessels in periods subsequent to December 31, 2021 will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.

We believe that our working capital resources are sufficient to meet our requirements for the next 12 months from the date of this annual report.

As of December 31, 2021 and December 31, 2020, our total indebtedness was $1,807.9 million and $1,375.5 million respectively.

We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.

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Our Borrowing Activities

	Amounts Outstanding as of
(USD in thousands)	December 31, 2021	December 31, 2020
Euronav NV Credit Facilities
$750.0 Million Senior Secured Credit Facility	—	—
$409.5 Million Senior Secured Credit Facility	65,000	65,000
$108.5 Million Senior Secured Credit Facility	75,985	83,221
$173.6 Million Senior Secured Credit Facility	130,307	143,613
$200.0 Million Senior Secured Credit Facility	55,000	55,000
$100.0 Million Senior Secured Credit Facility	—	—
$700.0 Million Senior Secured Credit Facility	370,000	345,000
$713.0 Million Sustainability Linked Senior Secured Credit Facility	524,135	185,000
$73.45 Million Senior Secured Credit Facility	—	—
Credit Line Facilities
Credit Lines	—	—
Senior unsecured bond
Senior Unsecured Bond	267,200	199,000
Treasury notes program
Treasury Notes Program	104,006	38,654
Other borrowings
Other borrowings	100,056	112,699
Total interest bearing debt	1,691,689	1,227,187
Joint Venture Credit Facilities (at 50% economic interest)
$220.0 Million Senior Secured Facility (TI Asia and TI Africa)	19,756	45,180
Total interest bearing debt - joint ventures	19,756	45,180

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Euronav NV Credit Facilities

$750.0 Million Senior Secured Credit Facility

On August 19, 2015, we entered into a $750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. This facility is comprised of a $500.0 million revolving credit facility, a $250.0 million revolving acquisition facility, and an uncommitted $250.0 million upsize facility. We used the proceeds of this facility to refinance all remaining indebtedness under our $750.0 million senior secured credit facility (2011) and our $65.0 million secured credit facility and for the acquisition of the Metrostar Acquisition Vessels in June 2015. This facility is secured by 24 of our wholly-owned vessels. The revolving credit facility is reduced in 13 installments of consecutive six-month interval. The revolving acquisition facility is reduced in 13 installments of consecutive six-month interval and a final $154.0 million repayment is due at maturity in 2022. This facility bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs. Following the sale of the Cap Laurent in November 2015, the total revolving credit facility was reduced by $11.5 million. Following the sale of the Famenne in January 2016, the total revolving credit facility was reduced by $21.3 million. Following the sale of the VLCC TI Topaz in June 2017, the total revolving credit facility was reduced by $19.5 million. Following the sale of the Suezmax Cap Georges in November 2017, the total revolving credit facility was reduced by $7.5 million. Following the sale of the VLCC Artois and Flandre in December 2017, the total revolving credit facility was reduced by $35.5 million. Following the sale of the Suezmax Cap Jean in May 2018, the total revolving credit facility was reduced by $7.4 million. Following the sale of the Suezmax Cap Romuald in August 2018, the total revolving credit facility was reduced by $7.4 million. Following the sale of the Suezmax Finesse in February 2020, the total revolving credit facility was reduced by $6.3 million. Following the sale of the Suezmax Cap Diamant in April 2020, the total revolving credit facility was reduced by $4.0 million. Following the sale of the VLCC TI Hellas in May 2020, the total revolving credit facility was reduced by $9.2 million. In September 2020, five vessels under this facility were refinanced under the new $713.0 Sustainability linked Senior Secured Credit Facility and the total commitment was therefore reduced by $190.5 million. Following the sale of the Suezmax Filikon in May 2021, the total revolving credit facility was reduced by $2.2 million. As of December 31, 2021, and December 31, 2020, the outstanding balance on this facility was $0.0 million and $0.0 million, respectively.

$409.5 Million Senior Secured Credit Facility

On December 16, 2016, we entered into a $409.5 million senior secured amortizing revolving credit facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. We used the proceeds of this facility to refinance all remaining indebtedness under our $500.0 Million Senior Secured Credit Facility. This facility is secured by 11 of our wholly-owned vessels. The revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final $129.2 million repayment is due at maturity in 2023. This facility bears interest at LIBOR plus a margin of 2.25% per annum plus applicable mandatory costs. Following the sale and lease back of the VLCC Nautica, Nectar and Noble in December 2019, this facility was reduced by $56.9 million. Following the sale of the VLCC Newton in February 2021, the total revolving credit facility was reduced by $16.3 million. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $65.0 million and $65.0 million, respectively.

$108.5 Million Senior Secured Credit Facility

On April 25, 2017, we entered into a $108.5 million revolving credit facility with DNB Bank ASA, as Agent and Security Trustee. This facility is comprised of (i) a term loan of $27.1 million from a syndicate of commercial lenders which we refer to as the “commercial tranche” and (ii) a term loan of $81.4 million insured by the Korea Trade Insurance Corporation, which we refer to as “K-sure tranche”. We used the proceeds of this facility to finance our acquisition of the VLCC newbuildings Ardeche and Aquitaine, which were delivered to us on January 12, 2017 and January 20, 2017, respectively, and which serve as security under this facility. The commercial tranche bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval and a final $21.7 million repayment is due at maturity in 2029. The K-sure tranche bears interest at LIBOR plus a margin of 1.50% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval until maturity in 2029. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $76.0 million and $83.2 million, respectively.

The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days’ notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.

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$173.5 Million Senior Secured Credit Facility 

On March 22, 2018, we entered into a $173.5 million revolving credit facility with Crédit Agricole Corporate and Investment Bank, as Agent and Security Trustee. This facility is comprised of (i) a term loan of $69.4 million from a syndicate of commercial lenders which we refer to as the “commercial tranche” and (ii) a term loan of $104.1 million provided by the Export-Import Bank of Korea, which we refer to as “Kexim tranche”. We used the proceeds of this facility to finance our acquisition of the Suezmax newbuildings Cap Quebec, Cap Pembroke, Cap Port Arthur, and Cap Corpus Christi, which were delivered to us on March 26, 2018, April 25, 2018, August 8, 2018 and August 29, 2018, respectively, and which serve as security under this facility. The commercial tranche bears interest at LIBOR plus a margin of 2.00% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval and a final $13.9 million repayment is due at maturity in 2030.The Kexim tranche bears interest at LIBOR plus a margin of 2.00% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval till maturity in 2030. The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on March 28, 2025, with 13 months' notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $130.3 million and $143.6 million, respectively.

$200.0 Million Senior Secured Credit Facility 

On September 7, 2018, we entered into a $200.0 million secured revolving credit facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. We used the proceeds of this facility to refinance all remaining indebtedness under our $581.0 Senior Secured Loan facility, our $67.5 Million Secured Loan Facility (Larvotto), and our $76.0 Million Secured Loan Facility (Fiorano). This facility is secured by nine of our wholly-owned vessels. This revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final $55.0 repayment is due at maturity in 2025. This facility bears interest at LIBOR plus a margin of 2.00% per annum plus applicable mandatory costs. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $55.0 million and $55.0 million, respectively.

$100.0 Million Senior Secured Credit Facility 

On June 27, 2019,we entered into a $100.0 million senior secured amortizing revolving credit facility with a syndicate of banks in which ABN Amro Bank acts as Coordinator, Agent and Security Trustee. The purpose of the credit facility is to finance the purchase inventory of low sulfur fuel oil. On June 30, 2021, the Group terminated the facility. As of December 31, 2020, the outstanding balance on this facility was $0.0 million and was not used any longer during the first half year of 2021.

$700.0 Million Senior Secured Credit Facility 

On August 28, 2019, we entered into a $700.0 million secured revolving credit facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. We used the proceeds of this facility to refinance all remaining indebtedness under our $633.5 Senior Secured Loan facility. This facility is secured by 13 of our wholly-owned vessels. This revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final $407.0 repayment is due at maturity in 2026. This facility bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $370.0 million and $345.0 million, respectively.

$713.0 Million Sustainability Linked Senior Secured Credit Facility 

On September 11, 2020, the Group entered into a $713.0 million sustainability linked loan with specific targets to emission reduction, or the $713.0 Million Sustainability Linked Senior Secured Credit Facility. This facility is secured by 16 of our wholly-owned vessels, 13 VLCCs and three Suezmaxes. The credit facility will mature on March 31, 2026 and carries a rate of LIBOR plus a margin of 2.35%. The facility consists of (i) a revolver of 469.0 million to refinance the $340.0 million senior secured credit facility and part of the $750.0 million senior secured credit facility and (ii) a term loan of 244.0 million to finance the acquisition of four newbuilding VLCCs with delivery in the first quarter of 2021. The facility includes terms with clear targets to reduce our GHG emissions with compliance being rewarded with a reduced interest coupon of five basis points. As of December 31, 2021 and December 31, 2020 the outstanding balance under this facility was $524.1 million and $185.0 million, respectively.

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$73.45 Million Senior Secured Credit Facility 

On December 2, 2021, the Group entered into a secured $73.45 million sustainability linked loan at LIBOR to finance two newbuilding Suezmaxes which have been delivered in the first quarter of 2022. The loan has been concluded with DNB and includes sustainability and emission reductions as a component of the margin pricing. The conclusion of this funding brings facilities with an integrated sustainability component to 41% of Euronav’s commercial bank financing. The facility will have a duration of six years. As of December 31, 2021, the outstanding balance on this facility was $0.0 million.

€80.0 Million Unsecured Credit Line Facility

On April 7, 2021, the Group entered into an €80 million ($100 million) unsecured revolving credit facility. This new facility has been concluded with a range of commercial banks and the support of Gigarant, with sustainability and emission reductions as a component of the margin pricing. A range of measurable sustainability features such as year-on-year reduction in carbon emissions starting from 2021 will be supported by compliance with the Poseidon principles. The facility will have a duration of minimum three years, with two 1-year extension options. As of December 31, 2021, the outstanding balance on this facility was $0.0 million.

$200.0 Million Senior Unsecured Note 

On May 31, 2017, we completed an issuance of $150.0 million of senior unsecured bonds with a fixed coupon of 7.50% and maturity in May 2022. Euronav NV serves as guarantor of the bonds. The net proceeds from the bond issuance are being used for general corporate purposes. DNB Markets, Nordea and Arctic Securities AS acted as joint lead managers in connection with the placement of the bonds. The related transaction costs for a total of $2.7 million are amortized over the lifetime of the bonds using the effective interest rate method. The bonds were listed on the Oslo Stock Exchange on October 23, 2017.

On June 14, 2019, we successfully completed a tap issue of $50 million under the existing senior unsecured bonds. The bonds are guaranteed by Euronav NV, mature in May 2022 and carry a coupon of 7.50% The tap issue was priced at 101% of par value.

In the course of the first quarter of 2020, the company bought back $1.0 million face value of its $200.0 Million Senior Unsecured Notes at an average price of 15% below face value.

On September 2, 2021, we announced a successful placement of $200 million senior unsecured bonds. The bonds mature in September 2026 and carry a coupon of 6.25%. An application was made for the bonds to be listed on Oslo Stock Exchange. The related transaction costs of $3.3 million are amortized over the lifetime of the instrument using the effective interest rate method. The net proceeds from the bond issue will be used for general corporate purposes and/or refinancing of the existing $200 million bond (ISIN: NO0010793888) maturing in May 2022. As part of this transaction, we bought back $132 million of the $200 million senior bonds issued in 2017 and due to mature in May 2022. DNB Markets, Nordea, SEB and Arctic Securities AS acted as joint bookrunners in connection with the placement of the bond issue.

On March 18, 2022, the Financial Supervisory Authority of Norway approved the listing on the Oslo Stock Exchange of Euronav Luxembourg S.A.’s $200 million senior unsecured bonds due September 2026.

As of December 31, 2021, and December 31, 2020, the outstanding balance under these Unsecured Notes was $267.2 million and $199.0 million, respectively.

€150.0 Million Treasury Notes Program

On June 6, 2017, we entered into an agreement, or the Dealer Agreement, with BNP Paribas Fortis SA/NV to act as arranger and dealer for a Belgian Multi-Currency Short-Term Treasury Notes Program with a maximum outstanding amount of €50.0 million. On October 1, 2018, we amended the agreement to increase the maximum outstanding amount to €150.0 million, while appointing KBC Bank NV as additional dealer for the program. Pursuant to the terms of the Dealer Agreement, we may issue the treasury notes to the dealer from time to time upon such terms and such prices as we and the dealer agree. As of December 31, 2021 and December 31, 2020, the outstanding balances under this program was $104.0 million (€91.8 million) and $38.7 million (€31.5 million), respectively

Other borrowings

On December 30, 2019, the Company entered into a sale and leaseback agreement for three VLCCs. The three VLCCs are the Nautica (2008 – 307,284), Nectar (2008 – 307,284) and Noble (2008 – 307,284). The vessels were sold and were leased back under a 54-months bareboat contract at an average rate of $20,681 per day per vessel. In accordance with IFRS, this

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transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets, and recognized a financial liability equal to the net transfer proceeds of $124.4 million. At the end of the bareboat contract, the vessels will be redelivered to their new owners. Euronav may, at any time on and after the 1st anniversary, notify the owners by serving an irrevocable written notice at least three months prior to the proposed purchase option date of the charterers' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.

Joint Venture Credit Facilities (at 50% economic interest)

$220.0 Million Secured Loan Facility (TI Asia and TI Africa)

On March 29, 2018, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd. entered into a $220.0 million senior secured credit facility. The facility consists of a term loan $110.0 million and a revolving loan of $110.0 million for the purpose of refinancing the two FSOs as well as for general corporate purposes. The term loan consists of two tranches; the FSO Asia Term loan of $54.0 million, maturing on June 21, 2022 and the FSO Africa Term loan of $56.0 million, maturing on September 22, 2022. The revolving credit facility consists of two tranches; the FSO Asia revolving loan of $54.0 million, maturing on June 21, 2022 and the FSO Africa revolving loan of $56.0 million, maturing on September 22, 2022.

As of December 31, 2021 and December 31 2020, the outstanding balance under this program was $39.5 and $90.4 million in aggregate.

The joint venture term loans described above were secured by a mortgage of the specific vessel and we provided a guarantee for the revolving credit facility tranche. As of December 31, 2021 and December 31, 2020, the outstanding balance under the revolving credit facility tranche was $19.8 million and $45.2 million.

Security

Our secured indebtedness is generally secured by:

•a first priority mortgage in all collateral vessels;

•a general pledge of earnings generated by the vessels under mortgage for the specific facility; and

•a parent guarantee when the indebtedness is not taken at the level of the parent.

Loan Covenants

Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:

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

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

•an aggregate cash balance of at least $30.0 million;

•a ratio of stockholders' equity to total assets of at least 30%; and

•and a minimum asset coverage ratio.

Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things:

•effect changes in management of our vessels;

•transfer or sell or otherwise dispose of all or a substantial portion of our assets;

•declare and pay dividends, (with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and

•incur additional indebtedness.

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our

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indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we consider economically as equivalent to investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2021 and December 31, 2020, $39.5 million and $90.4 million was outstanding respectively under these joint venture loan agreements, of which we guaranteed $19.8 million and $45.2 million.

As of December 31, 2021 and December 31, 2020, we were in compliance with all of the covenants contained in our debt agreements, and our joint ventures were in compliance with all of the covenants contained in their respective debt agreements.

Guarantees

We have provided guarantees to financial institutions that have provided credit facilities in 2019 to two of our joint ventures, in the aggregate amount of $19.8 million. 

In addition, on July 14, 2017 and September 22, 2017, TI Asia Ltd. and TI Africa Ltd., two 50%-owned joint ventures, which own the FSO Asia and FSO Africa, two FSO vessels, respectively, entered into two guarantees of up to $5.0 million each with ING Bank, in favor of North Oil Company in connection with its use of the FSO Asia and FSO Africa. These guarantees terminate on October 21, 2022 for the FSO Asia and December 21, 2022 for the FSO Africa. As of December 31, 2021, these guarantees have not been called upon. 

Recent Developments

During January of 2022, Euronav acquired two newbuildings into its fleet, the Cedar (2022 - 157,310 dwt) and the Cypress (2022 - 157,310 dwt). These are two out of five Suezmax newbuildings that are contracted to be delivered into the Euronav fleet. The Cedar was delivered on January 7, 2022 and Cypress on January 20, 2022. The delivery of three newbuilding VLCCs is scheduled for the first and second quarter of 2023 while the remaining three Suezmax newbuildings are due to join our fleet in the third quarter 2023 and the first quarter 2024 .

The VLCCs Nucleus, Neptun and Navarin have been redelivered in the first quarter of 2022. Under the leaseback agreement there was a seller's credit of $4.5 million per vessel. A capital gain of $13.5 million has been recognized in the consolidated statement of profit or loss in the first quarter of 2022.

On March 18, 2022, the Company announced that the Financial Supervisory Authority of Norway has approved the base prospectus with appendices prepared by Euronav Luxembourg S.A. (“Euronav Luxembourg”) in connection with the listing on the Oslo Stock Exchange of Euronav Luxembourg’s $200 million senior unsecured bonds, due September 2026. The

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$200 million senior unsecured bonds, issued by Euronav Luxembourg and guaranteed by the Company, are listed on the Oslo Stock Exchange as of March 22, 2022.

Recent developments in the Ukraine region and continuing conflicts in the Middle East have contributed to further economic instability in the global financial markets and international commerce. As of the date of this annual report, the outcome of the conflict between Russia and Ukraine was not clear and the Company acknowledges that any escalations between the North Atlantic Treaty Organization countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry.

Beginning February 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflict in the Ukraine region, which may adversely impact our business, given Russia’s role as a major global exporter of crude oil and natural gas. Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.

On March 8, 2022, President Biden issued an executive order prohibiting the import of certain Russian energy products into

the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal. Additionally, the executive order prohibits any investments in the Russian energy sector by US persons, among other restrictions.

The invasion and the subsequent war between Russia and Ukraine will impact our business in the following areas:

Freight rates – due to self-sanctioning being performed by oil traders, refiners, and by shippers of Russian petroleum products, the market has witnessed longer tonnage and shorter cargoes. This has put pressure on freight rates in the VLCC and Suezmax segments as there are now more ships than cargoes available in the market in the short term. The longer term prognosis is that ton miles may increase due to the adjustment of trade flows to compensate refineries and markets for the lack of Russian oil flows, as well as an increase in a sanction fleet tonnage to move the required Russian oil cargoes from the west to markets in the east. The Company has suspended its operations with Russian customers which represents an insignificant portion of the Company’s turnover (below 5%).

Bunker Fuel Cost – due to the risk within the tanker market, and the self-sanctioning of Russian oil flows, the price of marine fuels has increased and will continue to be high for the foreseeable future. This is due to Russia supplying bunker markets with 20% of the global fuel demand in HSFO, VLSFO and MGO markets. These price increases will negatively impact the cost structure of the vessels making it more expensive to ship freight on long haul voyages. The spread between HSFO and VLSFO was at a high level pre-invasion, but has begun to correct as the removal of Russian origin HSFO from the market has begun to tighten up supplies in Europe and in the Mediterranean.

The Company acknowledges that Cybersecurity risks have increased and have responded by taking appropriate mitigating actions.

Crew issues – as we do have officers and crew that are from Russia and Ukraine, the current conflict makes the ability to perform regular crew changes problematic, as travel may not be available, and we may not be able to help repatriate a crew member to his or her home. This could impact the smooth operations of vessels as new officers and crews are sourced which may not have the familiarity of the vessel that they are joining. This could result in an extra crew cost on a yearly basis of approximately $500,000 .

Going forward, it remains difficult to estimate the future impact of the conflict between Russia and Ukraine in the economies where we are active, and hence difficult to quantify the impact these factors might have on our financial results.

On April 7, 2022, the Company announced that Euronav (EURN) and Frontline (FRO) have signed a term sheet that has been unanimously approved by their Supervisory Board and Board of Directors, respectively, on a potential stock-for-stock combination between the two companies, based on an exchange ratio of 1.45 FRO shares for every EURN share resulting in Euronav and Frontline shareholders owning approximately 59% and 41%, respectively, of the combined group. The combination remains subject to agreement on a transaction structure, confirmatory due diligence, agreement on the terms and conditions of the potential combination agreement, applicable board, shareholder, customer, lender and/or regulatory approvals, employee consultations and other customary completion conditions.

C.     Research and Development, Patents and Licenses

Not applicable.

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D.    Trend information

The supply and demand patterns for ships continue to have the biggest impact on revenues. Generally, the global demand for oil transportation on ships is affected by the global demand for crude oil, which in turn is highly dependent on the state of the global economy. Economies across the world are currently recovering from the outbreak of COVID-19, which brought about restrictions on economic activity, which in turn heavily affected global oil demand. Most forecasting agencies agree that 2022 is the year we will see oil demand return to pre-COVID levels. The tanker market continues to experience some level of pressure from temporarily reduced demand, however loading volumes are closing in on the levels experienced in late-2019. Platts currently estimates that demand for oil in 2022 is expected to increase by 4.6 million barrels per day compared to 2021, with steady growth through the year.

The rate at which a change in oil demand impacts the demand for oil tankers depends not only on the nominal change in oil demand but also on how this oil is traded. For example, the market has continued to see a significant uptick in exports emanating from the US Gulf and other Atlantic based producers, most of which have been destined for China, India, and other Far Eastern customers. This oil travels a substantially longer distance than crude oil originating from the Arabian Gulf traveling to the same destination, and hence the transportation of this oil entails a larger employment of the crude tankers. The current trend is a rise in crude exports from the Atlantic basin combined with demand growth centered in the Far East providing longer employment times for crude tankers for the incremental barrel produced. Though the freight market is challenged at the moment the outlook for the remainder of 2022 is more positive and increasing freight levels are expected for both VLCCs and Suezmaxes. The trend for financing of shipping companies is likely to remain challenging with sustainability features and targets becoming more standard in all finance facilities.

The supply of tankers is influenced by the number of vessels delivered to the fleet, the number of vessels removed from the fleet (through recycling or conversion) and the number of vessels tied up in alternative employment such as storage. The tanker orderbook remains measured, with the VLCC orderbook equal to 8% of the fleet and Suezmax orderbook equal to 6% of the current fleet. The fleet exit program has been measured over the past year, though there is the expectation of an imminent revival of the recycling sector. We expect regulatory requirements to push a number of ships out of the trading fleet as owners are faced with the alternative of putting their older vessels through costly upgrades to comply with new directives, such as the Ballast Water Management Convention. The requirement for vessels to now burn low sulfur fuel and adhere to strict EEXI requirements starting in 2023 is among other factors that may cause ship owners to re-evaluate the longevity of some of their older tonnage.In addition, 14% of the VLCC fleet and 17% of the Suezmax fleet is currently at an age at which shipowners would naturally look at divesting the tonnage (18+ years old).

Our revenues are also affected by our strategy to employ certain of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where vessel earnings are heavily impacted by the supply and demand balance. Our management team continuously evaluates the value of both strategies and makes informed decisions on the chartering mix based on anticipated earnings, and through this process we aim to always maximize each vessel’s return

We believe that in view of our strong funding and liquidity structure, as supported by a proven management team, strict capital discipline and an established dividend distribution policy, we are well positioned to weather the volatility of the sector.

Please see "Factors affecting our results of operations—COVID-19” and "Item 4. Information on the Company—B. Business Overview—Industry and Market Conditions."

E. Safe Harbour

Forward-looking information discussed in this Item 5 includes assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as "forward-looking statements." We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. Please see the section entitled "Cautionary Statement Regarding Forward-Looking Statements" in this annual report.

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ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.          Directors and Senior Management

Set forth below are the names, ages and positions of the members of our Supervisory Board or the Supervisory Board Members, and of our Management Board, or the Management Board Members as of the date of this annual report. Our Supervisory Board is elected annually on a staggered basis, and each member holds office for a term of maximum four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. All members of the Supervisory Board whose term expires are eligible for re-election. Officers are appointed from time to time by our Supervisory Board and hold office until a successor is appointed or their engagement is terminated. The business address of each of our Supervisory Board Members and Management Board Members listed below is Euronav NV, Belgica House, De Gerlachekaai 20, 2000 Antwerp, Belgium.

Name	Age	Position	Date of Expiry of Current Term (for Supervisory Board)
Carl E. Steen	71	Chairman of the Supervisory Board	Annual General Meeting 2022
Anne-Hélène Monsellato	54	Supervisory Board Member	Annual General Meeting 2022
Grace Reksten Skaugen	68	Supervisory Board Member	Annual General Meeting 2022
Anita Odedra	51	Supervisory Board Member	Annual General Meeting 2023
Carl Trowell	53	Supervisory Board Member	Annual General Meeting 2023
Hugo De Stoop1	49	Chief Executive Officer
Lieve Logghe2	53	Chief Financial Officer
Alex Staring3	56	Chief Operating Officer
Egied Verbeeck4	47	General Counsel
Brian Gallagher	51	Head of Investor Relations
Stamatis Bourboulis	64	General Manager, Euronav Ship Management (Hellas) Ltd.

1 Mr. Hugo De Stoop is acting as permanent representative of Hecho BV;

2 Ms. Lieve Logghe is acting as permanent representative of Tincc BV;

3 Mr. Alex Staring is acting as permanent representative of AST projects BV;

4 Mr. Egied Verbeeck is acting as permanent representative of Echinus BV;

Biographical information concerning the Members of the Supervisory Board and Management Board listed above is set forth below:

Carl E. Steen, our Chair, was co-opted as director and appointed Chairman of our Supervisory Board with effect immediately after the meeting of our Supervisory Board of December 3, 2015. Mr. Steen is also a member of our Audit and Risk Committee and our Corporate Governance and Nomination Committee. He graduated from the Eidgenössische Technische Hochschule in Zurich, Switzerland in 1975 with a M.Sc. in Industrial and Management Engineering. After working as a consultant in a logistical research and consultancy company, he joined a Norwegian shipping company in 1978 with primary focus on business development. Five years later, in 1983, he joined Christiania Bank and moved to Luxembourg, where he was responsible for Germany and later the Corporate division. In 1987, Mr. Steen became Senior Vice president within the Shipping Division in Oslo and in 1992 he took charge of the Shipping/Offshore and Transport Division. When Christiania Bank merged with Nordea in 2001, he was made Executive Vice President within the newly formed organization while adding the International Division to his responsibilities. Mr. Steen remained Head of Shipping, Offshore and Oil services and the International Division until 2011. Currently, Mr. Steen is a non-executive director for the following listed companies in the finance, shipping and logistics sectors: Golar LNG , where he also sits on the Audit Committee, Wilh Wilhelmsen and Belships. The Company’s Supervisory Board has determined that Mr. Steen is considered “independent” under Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE.

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Anne-Hélène Monsellato, one of our Supervisory Board Members, serves and has served on our Supervisory Board since her appointment at the AGM in May 2015, and is the Chair of our Audit and Risk Committee. She can be considered as the Audit and Risk Committee financial expert for purposes applicable for corporate governance regulations and Article 3:6 paragraph 1, 9° of the Belgian Code of Companies and Associations. Since June 2017, Mrs. Monsellato serves on the Board of Directors of Genfit, a biopharmaceutical company listed on Euronext Paris and on NASDAQ (NASDAQ: GNFT), and is the chairman of the Audit Committee. Mrs. Monsellato is an active member of the French National Association of Directors. In addition, she serves as the Vice President and Treasurer of the American Center for Art and Culture, a U.S. private foundation based in New York. From 2005 until 2013, Mrs. Monsellato served as a Partner with Ernst & Young (now EY), Paris, after having served as Auditor/Senior, Manager and Senior Manager for the firm starting in 1990. During her time at EY, she gained extensive experience in cross-border listing transactions and internal control over financial reporting in particular in the US. She is also a member of the French institute of directors and of ecoDA, where she participates in working groups related to the EU Audit Reform and ESG reporting. She is a Certified Public Accountant in France since 2008 and graduated from EM Lyon in 1990 with a degree in Business Management. The Company’s Supervisory Board has determined that Ms. Monsellato is considered “independent” under Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE.

Grace Reksten Skaugen, one of our Supervisory Board Members, serves and has served on the Supervisory Board since the AGM on May 12, 2016 and is Chair of the Remuneration Committee and a member of the Corporate Governance and Nomination Committee, as well as of the Sustainability Committee. Ms. Reksten Skaugen is a Trustee member of The International Institute of Strategic Studies in London. From 2002 until 2015, she was a member of the Board of Directors of Statoil ASA. She is presently a Board member of Investor AB, Lundin Petroleum AB, and PJT Partners, a US boutique investment bank. In 2009 she was one of the founders of the Norwegian Institute of Directors, of which she continues to be a member of the Board. From 1994 to 2002 she was a Director in Corporate Finance in SEB Enskilda Securities in Oslo. She has previously worked in the fields of venture capital and shipping in Oslo and London and carried out research in microelectronics at Columbia University in New York. She has a doctorate in Laser Physics from Imperial College of Science and Technology, University of London. In 1993 she obtained an MBA from the BI Norwegian School of Management. The Company’s Supervisory Board has determined that Ms. Skaugen is considered “independent” under Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE.

Anita Odedra has served on the Supervisory Board since her appointment at the AGM of May 2019, and is member of the Audit and Risk Committee and of the Sustainability Committee. Ms. Odedra brings 25 years’ experience in the energy industry, and is currently Chief Commercial Officer at Tellurian Inc. Prior roles include Executive Vice President at the Angelicoussis Shipping Group Ltd (ASGL), where she led the LNG and oil freight trading businesses and Vice President, Shipping & Commercial Operations for Cheniere. Ms. Odedra spent 19 years at BG Group, where she worked across all aspects of BG’s business including exploration, production, trading, marketing, business development, commercial operations and shipping; latterly holding the position of VP, Global Shipping. She began her career with ExxonMobil in 1993 as a Geoscience analyst. Ms. Odedra was on the Board for the Society of International Gas Tanker and Terminal Operators (SIGGTO) from 2013 to 2016 and was Chair of GIIGNL’s Commercial Study Group from 2010 to 2015. She completed her PhD in Rock Physics from University College London & University of Tokyo and has a BSc in Geology from Imperial College, University of London. The Company’s Supervisory Board has determined that Ms. Odedra is considered “independent” under Rule 10A-3 promulgated under the Exchange Act and under the rules of the NYSE.

Carl Trowell serves on the Supervisory Board since his appointment at the AGM of May 2019, and is a member of the Remuneration Committee and Chair of the Corporate Governance and Nomination Committee. Since June 2020, Carl Trowell is the Chief Executive Officer of Acteon Group Ltd., a marine energy and infrastructure services company serving the renewables, near-shore construction and oil and gas sectors. Prior to join Acteon, Carl served as Chief Executive Officer of Ensco PLC, a NYSE listed London-based offshore drilling company, since 2014, where he was also a member of the Board of Directors and took up the position of Executive Chairman in April 2019 upon closing of the merger with Rowan PLC (subsequently becoming Valaris PLC) until April 2020. Prior to this Carl had an international executive career with Schlumberger Ltd., holding the roles of President of the Integrated Project Management, the Production Management and the WesternGeco Seismic divisions of the company. Prior to these roles, he held a variety of international management positions within Schlumberger including corporate VP for Marketing and Sales and Managing Director North-Sea/Europe region. Mr Trowell began his career as a petroleum engineer with Royal Dutch Shell before joining Schlumberger. Carl has been a member of several energy industry advisory boards, he was formally a supervisory board member for EV Private Equity and served as a non-executive director on the board of Ophir Energy PLC from 2016 to 2019. Mr Trowell has a PhD in Earth Sciences from the University of Cambridge, a Master of Business Administration from the Open University (UK), and a Bachelor of Science degree in Geology from Imperial College London.

Hugo De Stoop serves on the Management Board as Chief Executive Officer as of May 2019. During 2020, he took up the role of Chair of the Sustainability Committee. Mr. De Stoop served as our Chief Financial Officer since 2008, after serving as our Deputy Chief Financial Officer and Head of Investor Relations beginning in 2004. Mr. De Stoop has been a member of our Management Board since 2008. Mr. De Stoop started his career in 1998 with Mustad International Group, an

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industrial group with over 30 companies located in five continents where he worked as a project manager on various assignments in the United States, Europe and Latin America, in order to integrate recently acquired subsidiaries. In 1999, Mr. De Stoop founded First Tuesday in America, the world's largest meeting place for high tech entrepreneurs, venture capitalists and companies and helped develop the network in the United States and in Latin America and, in 2001, was appointed member of the Board of Directors of First Tuesday International. In 2000, he joined Davos Financial Corp., an investment manager for UBS, specializing in Asset Management and Private Equity, where he became an Associate and later a Vice President in 2001. He conducted several transactions, including private placement in public equities (PIPE) and investments in real estate. Mr. De Stoop studied in Oxford, Madrid and Brussels and graduated from ULB (École Polytechnique) with a Master of Science in engineering. He also holds an MBA from INSEAD.

Lieve Logghe joined Euronav as Chief Financial Officer on January 1, 2020, succeeding Hugo De Stoop who took on the role of CEO. Ms. Logghe is member of the Euronav Management Board. She started her career in international finance with an initial 3-year period as Audit Senior with PriceWaterhouseCoopers in Belgium. In 1995 Ms. Logghe joined Sidmar (currently ArcelorMittal Belgium) and she progressively moved through the finance organization in different European geographies after the merger between Arbed, Usinor, Aceralia and Mittal to her position of Vice President CFO for ArcelorMittal Flat Europe in Luxemburg. As of July 2018, she was VP Head of Energy for the ArcelorMittal Europe perimeter. In this role, she extended her expertise in the fields of sustainability and was also confronted with the numerous challenges the industry faced in their transition to embrace the ESG principles. Ms. Logghe graduated from University of Brussels with a Master in Economics, from Vlerick School for Management with a Master in Accounting and from EHSAL Management School with an expertise in Fiscal Sciences. She is a Certified Internal Auditor (IIA) since 1997.

Alex Staring serves and has served as our Chief Operating Officer since 2005 and as of July 2010 he is also in charge of the offshore segment. Captain Staring has been a Director of Euronav Hong Kong Ltd. since 2007, a Director of Euronav SAS and Euronav Ship Management since 2002 and a Director of Euronav Luxembourg SA since 2000. In 2000, international shipping companies, AP Moller, Euronav, Frontline, OSG, Osprey Maritime and Reederei "Nord" Klaus E Oldendorff consolidated the commercial management of their VLCCs by operating them in a pool, Tankers International, of which Captain Staring became Director of Operations. In 1988, Captain Staring gained his master's and chief engineer's license and spent the majority of his time at sea on Shell Tankers and CMB tankers, the last three years of which he attained the title of Master. From 1997 to 1998, Captain Staring headed the SGS S.A. training and gas centre. In 1998, Captain Staring rejoined CMB and moved to London to head the operations team at their subsidiary, Euronav UK. Captain Staring graduated with a degree in Maritime Sciences from the Maritime Institute in Flushing, The Netherlands and started his career at sea in 1985.

Egied Verbeeck serves and has served as General Counsel of the Company since 2009 and became a member of the Management Board of the Company in January 2010. Mr. Verbeeck is also a member of the Sustainability Committee. From 2006 until June 2014, Mr. Verbeeck served as Secretary General of the Company. Prior to joining Euronav he was a managing associate at Linklaters De Bandt from 1999-2005. Mr. Verbeeck has been a Director of Euronav Ship Management SAS since 2012, a Director of Euronav Hong Kong Ltd. since 2007 and a Director of Euronav Luxembourg S.A. since 2008. Mr. Verbeeck graduated in law from the Catholic University of Louvain in 1998. He also holds a Master Degree in international business law from Kyushu University (Japan) as well as a postgraduate degree in corporate finance from the Catholic University of Louvain.

Brian Gallagher serves and has served as Head of Investor Relations of the Company since March 2014 and joined the Euronav Management Board on January 1, 2019. Mr. Gallagher is also a member of the Sustainability Committee. Mr. Gallagher began his fund management career at the British Coal Pension fund unit, CIN Management, before moving to Aberdeen Asset Management in 1996. Managing and marketing a range of UK investment products Mr. Gallagher then progressed to Murray Johnstone in 1999 and then was headhunted by Gartmore Investment Management in 2000 to manage a range of UK equity income products. In 2007 he then set up a retail fund at UBS Global Asset Management before switching into Investor Relations as IR Director at APR Energy in 2011. Mr. Gallagher graduated in Economics from Birmingham University in 1992.

Stamatis Bourboulis joined the Euronav Management Board on January 1, 2019. Mr. Bourboulis has been General Manager of Euronav Ship Management (Hellas) Ltd. since its inception in November 2005. Mr. Bourboulis is also a member of the Sustainability Committee. Following his employment in a chemical factory, ship building and ship repair shipyards in Greece, he joined Ceres Hellenic Shipping Enterprises Ltd in October 1990 as Superintendent Engineer and dealt with various types of vessels. In 1997 Mr. Bourboulis became Ship Manager for the Crude Oil Tankers and OBOs. In 2000 Mr. Bourboulis undertook the position of Technical Manager for the Ceres fleet of Dry Bulk, Crude Oil, Chemical and LNG Carriers. He is a member of the Marine Technical Mgrs Association (MARTECMA), Intertanko Safety and Technical Committee (ISTEC), Intertanko Council, DNVGL, LR Greek National Committee, RINA Greek Committee, GtZ coalition Strategy Group and the GtZ Coalition Fuels & Technologies Workstream Leadership Group. Mr. Bourboulis graduated from the National Technical University of Athens as a Naval Architect and Marine Engineer in 1981.

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B.          Compensation

B.1. Compensation of the Supervisory Board Members

The compensation of our Supervisory Board is determined on the basis of four regular meetings of the full board per year. The actual amount of remuneration is determined by the Renumeration Committee and approved at the annual general meeting and is benchmarked periodically with Belgian listed companies and international peer companies.

The remuneration in 2021 of the members of the Supervisory Board is reflected in the table below:

Name	Fixed fee	Attendance fee Board	Audit and Risk committee	Attendance fee Audit and Risk Committee	Remuneration Committee	Attendance fee Remuneration Committee	Corporate Governance and Nomination Committee	Attendance fee Corporate Governance and Nomination Committee	Sustainability committee	Attendance fee Sustainability Committee	Total
Carl Steen	€160,000	€40,000	€20,000	€20,000	€2,500	€10,000	€5,000	€20,000	€0		€277,500
Anne-Hélène Monsellato	€60,000	€40,000	€40,000	€20,000	€0		€0		€0		€160,000
Ludovic Saverys	€25,000	€10,000	€0		€2,083	€5,000	€0		€2,083	€5,000	€49,167
Grace Reksten Skaugen	€60,000	€40,000	€0		€7,500	€20,000	€5,000	€20,000	€5,000	€20,000	€177,500
Anita Odedra	€60,000	€40,000	€20,000	€15,000	€0		€0		€5,000	€20,000	€160,000
Carl Trowell	€60,000	€40,000	€0		€5,000	€20,000	€7,500	€20,000	€0		€152,500
Total	€425,000	€210,000	€80,000	€55,000	€17,083	€55,000	€17,500	€60,000	€12,083	€45,000	€976,667

B.2. Compensation of the Management Board Members

The fixed and variable remuneration in 2020 of the members of the Management Board is reflected in the table below:

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Remuneration of Management Board Members for the previous financial year

Name	Position	Fixed remuneration			One-year variable remuneration (1)	Extra ordinary items	Pension	Total Remuneration	Proportion of fixed remuneration	Proportion of variable remuneration
		Base Remuneration	Director Fees	Fringe benefits
Hugo De Stoop, as permanent representative of Hecho BV	CEO	€ 314,496	€ 292,000	€ 17,082	€ 370,000			€ 993,578	62,76%	37,24%
Alex Staring, as permanent representative of AST Projects BV	COO	€ 255,732	€ 295,000	€ 0	€ 260,000			€ 810,732	67,93%	32,07%
Egied Verbeeck, as permanent representative of Echinus BV	General Counsel	€ 219,960	€ 180,000	€ 17,082	€ 250,000			€ 667,042	62,52%	37,48%
Lieve Logghe, as permanent representative of TINCC BV	CFO	€ 335,000	€ 90,000	€ 0	€ 280,000	€ 142,800		€ 847,800	50,13%	49,87%
Brian Gallagher, as permanent representative of BG-IR Ltd.	Investor Relations Manager	£ 209,000	€ 0	€ 0	£ 80,000			£ 289,000	72,32%	27,68%
Stamatis Bourboulis	General Manager Hellas	€ 365,147	€ 0	€ 9,690	€ 80,000		€ 18,257	€ 473,094	83,09%	16,91%

(1) Only takes into account the remuneration under the STIP, for information in respect of renumeration under the Company’s Long Term Incentive Plans (LTIPs) please refer to table under Item 6. F. Equity Incentive Plan.

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Remuneration of Management Board Members for the reported financial year

Name	Position	Fixed remuneration			One-year variable remuneration (1)	Extra ordinary items	Pension	Total Remuneration	Proportion of fixed remuneration	Proportion of variable remuneration
		Base Remuneration	Director Fees	Fringe benefits
De Stoop Hugo, represented by HECHO Management	CEO	€314,496	€292,000	€17,142	€334,875			€958,513	65.06%	34.94%
Staring Alex, represented by AST Projects	COO	€255,732	€295,000	€0	€172,951			€723,683	76.10%	23.90%
Verbeeck Egied, represented by ECHINUS BV	General Counsel	€219,960	€180,000	€17,142	€174,135			€591,237	70.55%	29.45%
Logghe Lieve, represented by TINCC BV	CFO	€372,500	€90,000	€0	€202,134			€664,634	69.59%	30.41%
Gallagher Brian, represented by BG-IR Ltd till 31/07/2021	IR Manager	£121,917	£0	£0
Gallagher Brian, as from 01/08/2021	IR Manager	£79,165	£0	£0	£84,265		£7,917.00	£293,264	71.27%	28.73%
Bourboulis Stamatis	GM Hellas	€365,625	€0	€11,730	€48,582		€18,281	€444,218	89.06%	10.94%

(1) Only takes into account the remuneration under the STIP, for information in respect of renumeration under the Company’s Long Term Incentive Plans (LTIPs) please refer to table under Item 6. F. Equity Incentive Plan.

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C.          Board Practices

Effective as of February 20, 2020, Euronav's governance structure was revised to adopt a two tier governance model. As of February 20, 2020, the body formerly known as the Board of Directors was converted into a Supervisory Board and the former Executive Committee ceased to exist and was replaced by the existing Management Board, in accordance with relevant provisions of the Belgian Code of Companies and Associations. For the date of expiration of the current term of office of each member of our Supervisory Board, please see “Item 6. Directors, Senior Management and Employees – A. Directors and Senior Management.”

Our Supervisory Board currently consists of five members, all of which are considered "independent" under Rule 10A-3 promulgated under the Exchange Act and under the rules and regulations of the NYSE: Mr. Steen, Ms. Monsellato, Ms. Skaugen, Ms. Odedra and Mr. Trowell.

Our Supervisory Board has established the following committees, and may, in the future, establish such other committees as it determines from time to time:

Audit and Risk Committee

Our Audit and Risk Committee consists of three members (all three members of whom are independent under the Exchange Act and NYSE rules and regulations): Ms. Monsellato, as Chair, Ms. Odedra and Mr. Steen. Our Audit and Risk Committee is responsible for ensuring that we have an independent and effective internal and external audit system. Additionally, the Audit and Risk Committee advises the Supervisory Board in order to achieve its supervisory oversight and monitoring responsibilities with respect to financial reporting, internal controls and risk management. Our Supervisory Board has determined that Ms. Monsellato qualifies as an "audit committee financial expert" for purposes of SEC rules and regulations.

Corporate Governance and Nomination Committee

Our Corporate Governance and Nomination Committee consists of three members: Mr. Trowell, as Chair, Mr. Steen and Ms. Skaugen. Our Corporate Governance and Nomination Committee is responsible for evaluating and making recommendations regarding the size, composition and independence of the Supervisory Board and the Management Board, including the recommendation of new Supervisory Board members and the appointment of new Management Board members.

Remuneration Committee

Our Remuneration Committee consists of three members: Ms. Skaugen, as Chairman, Mr. Steen and Mr. Trowell. Our remuneration committee is responsible for assisting and advising the Supervisory Board on determining compensation of its members, members of the Management Board and other employees and administering our compensation programs.

Sustainability Committee

Our Sustainability Committee (formerly known as ESG & Climate Committee) consists of six members: Mr. De Stoop, as Chair, Ms. Skaugen, Ms Odedra, Mr. Verbeeck, Mr Bourboulis and Mr. Gallagher. The Sustainability Committee is an advisory body to the Supervisory Board. The main role of the Sustainability Committee is to assist and advise the Supervisory Board in monitoring the performance as well as key risks and opportunities that the Company faces in relation to environmental, social and climate matters. In this respect the Sustainability Committee will oversee the Company’s conduct and performance on ESG matters as well as its reporting thereon, in order to inform the Supervisory Board and make recommendations it deems appropriate on any area within its remit where action or improvement is needed. For more information, please see “Item 5. Environment, Social and Governance.”

D.          Employees

As of December 31, 2021, we employed approximately 3,147 (2020: 3,720 and 2019: 2,910 ) people, of which:

•approximately 193 onshore employees (2020: 220 and 2019: 210) based in our offices in Greece, Belgium, United Kingdom, France, Switzerland, Hong Kong, Geneva, and Singapore, and

•approximately 2,954 seagoing officers and crew (2020: 3,500 and 2019: 2,700).

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Some of our employees are represented by collective bargaining agreements. As part of our obligations in some of these agreements, we are required to contribute certain amounts to retirement funds and pension plans and have restricted ability to dismiss certain employees.

In addition, many of these represented individuals are working under agreements that are subject to salary negotiation. These negotiations could result in higher personnel costs, other increased costs or increased operating restrictions that could adversely affect our financial performance.

We consider our relationships with the various unions as satisfactory. As of the date of this annual report, there are no ongoing salary negotiations or material outstanding issues.

E.          Share ownership

The ordinary shares beneficially owned by the members of the Supervisory Board and Management Board and senior managers are disclosed in "Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.

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F.     Equity Incentive Plans

Name of Director

Position

The main conditions of share plans

Information regarding the reported financial year

Opening balance

During the year

Closing balance

Specification of plan

Performance period (1)

Award date

Vesting date

End of retention period

Shares held at the beginning of the year

Shares awarded a) total number granted b) value @ grant date

Shares vested a) total number vested b) value @ vest date

Shares subject to a performance condition

Shares awarded and unvested

Shares subject to a retention period

De Stoop Hugo, represented by HECHO Management

CEO

LTIP 2016

02/02/2016- 03/02/2020

02/02/2016

03/02/2020

N/A

0

0

N/A

LTIP 2017

09/02/2017 - 10/02/2021

09/02/2017

10/02/2021

N/A

6,743

a) 6,743

0

N/A

b) € 58,472

LTIP 2018

16/02/2018 - 17/02/2022

16/02/2018

17/02/2022

N/A

25,080

a) 12,540

12,540

N/A

b) €115,356

TBIP

12/01/2019 - 12/01/2024

12/01/2019

12/01/2024

N/A

264,000

264,000

264,000

N/A

LTIP 2019

01/04/2019 - 01/04/2022

01/04/2019

01/04/2022

N/A

67,069

67,069

67,069

N/A

LTIP 2020

01/04/2020 - 01/04/2023

01/04/2020

01/04/2023

N/A

48,856

48,856

48,856

N/A

LTIP 2021

01/04/2021 - 01/04/2024

01/04/2021

01/04/2024

N/A

a) 65,355

65,355

65,355

N/A

b) €500,000

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Staring Alex, represented by AST Projects

COO

LTIP 2016

02/02/2016 - 03/02/2020

02/02/2016

03/02/2020

N/A

0

0

N/A

LTIP 2017

09/02/2017 - 10/02/2021

09/02/2017

10/02/2021

N/A

4,186

a) 4,186

0

N/A

b) €36,299

LTIP 2018

16/02/2018 - 17/02/2022

16/02/2018

17/02/2022

N/A

24,320

a) 12,160

12,160

N/A

b) €111,860

TBIP

12/01/2019 - 12/01/2024

12/01/2019

12/01/2024

N/A

132,000

132,000

132,000

N/A

LTIP 2019

01/04/2019 - 01/04/2022

01/04/2019

01/04/2022

N/A

39,034

39,034

39,034

N/A

LTIP 2020

01/04/2020 - 01/04/2023

01/04/2020

01/04/2023

N/A

28,434

28,434

28,434

N/A

LTIP 2021

01/04/2021 - 01/04/2024

01/04/2021

01/04/2024

N/A

a) 38,037

38,037

38,037

N/A

b) €291,000

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Verbeeck Egied, represented by ECHINUS BV

General Counsel

LTIP 2016

02/02/2016- 03/02/2020

02/02/2016

03/02/2020

N/A

0

0

N/A

LTIP 2017

09/02/2017 - 10/02/2021

09/02/2017

10/02/2021

N/A

3,269

a) 3,269

0

N/A

b) €28,347

LTIP 2018

16/02/2018 - 17/02/2022

16/02/2018

17/02/2022

N/A

18,240

a) 9,120

9,120

N/A

b) €83,895

TBIP

12/01/2019 - 12/01/2024

12/01/2019

12/01/2024

N/A

149,600

149,600

149,600

N/A

LTIP 2019

01/04/2019 - 01/04/2022

01/04/2019

01/04/2022

N/A

21,797

21,797

21,797

N/A

LTIP 2020

01/04/2020 - 01/04/2023

01/04/2020

01/04/2023

N/A

15,878

15,878

15,878

N/A

LTIP 2021

01/04/2021 - 01/04/2024

01/04/2021

01/04/2024

N/A

a) 21,240

21,240

21,240

N/A

b) €162,500

Logghe Lieve, represented by TINCC BV

CFO

LTIP 2020

01/04/2020 - 01/04/2023

01/04/2020

01/04/2023

N/A

34,199

34,199

N/A

LTIP 2021

01/04/2021 - 01/04/2024

01/04/2021

01/04/2024

N/A

a) 45,749

45,749

45,749

N/A

b) €350,000

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Gallagher Brian, represented by BG-IR Limited

Investor Relations Manager

LTIP 2017

09/02/2017 - 10/02/2021

09/02/2017

10/02/2021

N/A

2,012

a) 2012

0

N/A

b) €17,447

LTIP 2018

16/02/2018 - 17/02/2022

16/02/2018

17/02/2022

N/A

4,213

a) 2,106

2,107

N/A

b) €19,376

TBIP

12/01/2019 - 12/01/2024

12/01/2019

12/01/2024

N/A

70,400

70,400

70,400

N/A

LTIP 2019

01/04/2019 - 01/04/2022

01/04/2019

01/04/2022

N/A

9,677

9,677

9,677

N/A

LTIP 2020

01/04/2020 - 01/04/2023

01/04/2020

01/04/2023

N/A

6,267

6,267

6,267

N/A

LTIP 2021

01/04/2021 - 01/04/2024

01/04/2021

01/04/2024

N/A

a) 8,614

8,614

8,614

N/A

b) £57,000

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Bourboulis Stamatis	General Manager Hellas	TBIP	12/01/2019 - 12/01/2024	12/01/2019	12/01/2024	N/A	44,000		44,000	44,000	N/A
		LTIP 2019	01/04/2019 - 01/04/2022	01/04/2019	01/04/2022	N/A	14,769		14,769	14,769	N/A
		LTIP 2020	01/04/2020 - 01/04/2023	01/04/2020	01/04/2023	N/A	10,758		10,758	10,758	N/A
		LTIP 2021	01/04/2021 - 01/04/2024	01/04/2021	01/04/2024	N/A		a) 14,391	14,391	14,391	N/A
								b) €110,100

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2015 Long Term Incentive Plan

In 2015, our Board of Directors adopted a long-term incentive plan, pursuant to which key management personnel are eligible to receive options to purchase ordinary shares at a predetermined price and restricted stock units (RSUs) that represent the right to receive ordinary shares or payment of cash in lieu thereof, in accordance with the terms of the plan.  On February 12, 2015, we granted options to purchase an aggregate of 236,590 ordinary shares at €10.0475 per share, subject to customary vesting provisions, and 65,433 RSUs which vested automatically on the third anniversary of the grant. The following table provides a summary of the number of options that have been granted pursuant to this plan, together with the amount of options that have vested and that have been exercised as of the date of this annual report:

	Options Granted	Options Vested	Options Exercised
Former CEO	80,518	80,518	—
Former CFO	58,716	58,716	—
COO	54,614	54,614	—
General Counsel	42,742	42,742	—

2018 Long Term Incentive Plan

In February 2018, our Board of Directors adopted a long-term incentive plan, or the 2018 Long Term Incentive Plan, pursuant to which members of the Management Board as well as the Head of Investor Relations, Research & Communications are eligible to receive phantom stock unit grants. References in the tabular disclosure immediately under the heading “Item 6.F.—Equity Incentive Plans” to “LTIP 2018” are to the 2018 Long Term Incentive Plan. Other senior employees may in the future be invited to participate in this long-term incentive plan by the Supervisory Board upon recommendation of the Remuneration Committee. Upon the vesting of each phantom stock unit and subject the terms of the 2018 Long Term Incentive Plan, each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. On February 16, 2018, we granted 154,432 phantom stock units to certain of our executive officers.  The phantom stock units will mature one-third each year on the second, third, fourth anniversary of the award.  All of the beneficiaries have accepted the phantom stock units granted to them. The number of phantom stock units granted was calculated on the basis of a share price of €7.2368 which equals the weighted average of the share price of the three days preceding the announcement of our preliminary full year results of 2017. The following table provides a summary of the number of phantom stock units that were granted pursuant to this plan and the amount that has vested as of the date of this annual report.

	Phantom Stock Units Granted	Phantom Stock Units Vested
Former CEO	46,652	N/A*
Former CFO	37,620	37,620
COO	36,480	36,480
General Counsel	27,360	27,360
Head of Investor Relations	6,319	6,319

* The former CEO waived further entitlements as a result of termination of his employment, announced by press release on February 4, 2019.

Transaction Based Incentive Plan

On January 12, 2019, the members of the Executive Committee and certain other senior employees were granted a transaction based incentive award in the form of 1,200,000 phantom stock units or the Transaction Based Incentive Plan. References in the tabular disclosure immediately under the heading “Item 6.F.—Equity Incentive Plans” to “TBIP” are to the Transaction Based Incentive Plan. The vesting and settlement of the awards under the Transaction Based Incentive Plan is spread over a timeframe of five years. The phantom stock awarded matures in four tranches as follows:

•the first tranche of 12% vests when the Company's share price reaches $12;

•the second tranche of 19% vests when the Company's share price reaches $14;

•the third tranche of 25% vests when the Company's share price reaches $16; and

•the fourth tranche of 44% vests when the Company's share price reaches $18.

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	Phantom Stock Units Granted	Phantom Stock Units Vested
Former CEO	400,000	N/A*
Former CFO	300,000	36,000
COO	150,000	18,000
General Counsel	170,000	20,400
Head of Investor Relations	80,000	9,600
General Manager Hellas	50,000	6,000

* The former CEO waived further entitlements as a result of termination of his employment, announced by press release on February 4, 2019.

2019 Long Term Incentive Plan

In December 2019, the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a long term incentive plan comprised of restricted stock units, or RSUs for certain of our Management Board Members. Each RSU grants the applicable holder of the RSU, or the RSU Holder a conditional right to receive one (1) ordinary share for free upon vesting of the RSU.

The maximum value at grant:

•In the case of the CEO, 100% of absolute base salary for the CEO; and

•In the case of the other Management Board Members, ranges from 30% to 75% of absolute base salary of such Members.

The vesting is subject for:

•75% to a relative Total Shareholder Return (TSR) performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and

•25% to an absolute TSR of the Company’s Shares measured each year for 1/3rd of 25% of the award.

The RSUs held by an RSU Holder may vest in accordance with the principles of the plan during a period of three years and will only be acquired by the RSU holder after three years.

2020 Long Term Incentive Plan

On March 24, 2020 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a long term incentive plan comprised of RSUs for certain of our Management Board Members. Each RSU grants the RSU Holder a conditional right to receive one (1) ordinary shares for free upon vesting of the RSU.

The maximum value at grant:

•In the case of the CEO and CFO is 100% of absolute base salary; and

•In the case of the other Management Board Members, ranges from 30% to 75% of absolute base salary of such Members.

The vesting is subject for:

•75% to a relative Total Shareholder Return (TSR) performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and

•25% to an absolute TSR of the Company’s Shares measured each year for 1/3rd of 25% of the award.

The RSU held by an RSU Holder may vest in accordance with the plan during a period of three years and will only be acquired by the RSU holder after three years.

2021 Long Term Incentive Plan

On March 25, 2022 the Supervisory Board, upon recommendation of the Remuneration Committee, has adopted a variable compensation structured as a LTIP Grant composed out of RSUs. Each RSU grants the RSU Holder a conditional right to receive one (1) Share for free upon vesting of the RSU.

The maximum value at grant:

•In the case of the CEO and CFO is 100% of absolute base salary; and

•In the case of the other Management Board members, ranges from 30 to 75% of their respective absolute base salary.

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The vesting is subject for:

•75% to a relative Total Shareholder Return performance measurement compared to a peer group over a three year period. Each yearly measurement to be worth 1/3rd of 75% of the award; and

•25% to an absolute Total Shareholder Return of the Company’s Shares measured each year for 1/3 of 25% of the award.

The RSUs vested will only be acquired by the RSU holder as of the third anniversary. The RSU held by an RSU Holder may vest in accordance with the plan during a period of three years and will only be acquired by the RSU holder after three years.

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ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.

A.           Major shareholders.

The following table sets forth information regarding beneficial ownership of our ordinary shares for (i) owners of more than five percent of our ordinary shares and (ii) our directors and officers as a group, of which we are aware as of April 1, 2022.

Shareholder	Number	Percentage(1)
C.K. Limited	19,852,500	9.02	%
Euronav (treasury shares)	18,346,732	8.34	%
Saverco NV	24,009,400	10.91	%
Directors and Executive Officers as a Group *	—	—

*Individually each owning less than 1.0% of our outstanding ordinary shares.

(1)Calculated based on 220,024,713 ordinary shares outstanding as of April 1, 2022 (of which the Company holds 18,346,732 ordinary shares in treasury).

As of April 1, 2022, our issued share capital amounted to $239,147,505.82 divided into 220,024,713 ordinary shares with no par value (of which the Company holds 18,346,732 shares in treasury). On the same date, 60,594,267 of our shares, our U.S. Shares, representing approximately 28% of our share capital , were reflected on the U.S. Register, and are held by nine holders including CEDE & CO, acting as nominee holder for the Depository Trust Company.

In accordance with a May 2, 2007 Belgian law relating to  disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found on the website of the FSMA: https://www.fsma.be/en/shareholding-structure-0. The information contained on this website does not form a part of this annual report.

To our knowledge, we are neither directly nor indirectly owned nor controlled by any other corporation, by any government or by any other natural or legal person severally or jointly. Pursuant to Belgian law and our organizational documents, to the extent that we may have major shareholders at any time, we may not give them different voting rights from any of our other shareholders.

As of the date of this report, to our knowledge, there are no arrangements which may at a subsequent date result in a change in control of our Company.

B.           Related party transactions.

Equity Incentive Plans and Ordinary Shares Issued Thereunder

See “Item 6.A Directors, Senior Management and Employees - E.Share Ownership - Equity Incentive Plans.”

Loan Agreements of Our Joint Ventures

For a description of our Joint Venture Loan Agreements, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Joint Venture Credit Facilities (at 50% economic interest)".

Guarantees

For a description of our guarantees, please see "Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Guarantees" and our consolidated financial statements included herein.

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Properties

We sublease office space in our London, United Kingdom office, through our subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated September 25, 2014, with Tankers (UK) Agencies Limited, a joint venture with International Seaways, Inc. (INSW). This sublease expires on April 27, 2023.

C.           Interests of experts and counsel.

Not applicable.

ITEM 8.    FINANCIAL INFORMATION

A.          Consolidated Statements and Other Financial Information

See "Item 18. Financial Statements."

Legal Proceedings

We are currently involved in a litigation. Provisions related to legal and arbitration proceedings are recorded in accordance with the accounting policy described in note 1.16 of Euronav Consolidated Financial Statements.

The claim has been submitted on 15 January 2021 by Unicredit Bank in London with the High Court of Justice of England and Wales. The claim relates to an alleged misdelivery of 101,809 metric tons of low sulphur fuel oil that was transported by our Suezmax vessel Sienna. The charterer, Gulf Petrochem FZC, a company of GP Global, instructed the vessel to discharge the cargo at Sohar without presentation of the bill of lading but against a letter of indemnification issued by the charterer as is customary practice in the crude oil shipping industry. Unicredit bank who had financed the cargo for an amount of $26,367,200 and had become the holder of the bill of lading, was not repaid in accordance with the financing arrangements agreed with Gulf Petrochem FZC. As holder of the bill of lading, Unicredit Bank is now claiming that amount of $26,367,200 together with interest from Euronav NV. The GP Global group is currently under a restructuring plan and any recourse under the letter of indemnity issued by Gulf Petrochem FZC is therefore doubtful. We believe that we have followed well established standard working practices. Based on an external legal advice, management believes that it has strong arguments and that the risk of an outflow is less than probable and therefore no provision is recognized.

We are not involved in any other legal proceedings which we believe may have, or have had, a significant effect on our business, financial position and results of operations or liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Any such claims, even if lacking merit, could result in the expenditure of managerial resources and materially adversely affect our business, financial condition and results of operations.

Capital Allocation Policy & Dividend Policy

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

Our current dividend policy is the following: we intend to pay a minimum fixed dividend of at least $0.12 in total per share per year provided (a) the Company has in the view of the Supervisory Board, sufficient balance sheet strength and liquidity combined (b) with sufficient earnings visibility from fixed income contracts. In addition, if the results per share are positive and exceed the amount of the fixed dividend, that additional income will be allocated to either: additional cash dividends, share buy-back, accelerated amortization of debt or the acquisition of vessels which the Supervisory Board considers at that time to be accretive to shareholders’ value.

Additional guidance to the above stated policy was applied to our final results for the year ended on December 31, 2019 and to our quarterly results as from 2020 onwards, as provided by our Supervisory Board by way of a press release dated January 9, 2020, as follows: Each quarter the Company will target to return 80% of net income (including the fixed element of $0.03 per quarter) to shareholders.

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•This return to shareholders will primarily be in the form of a cash dividend and the Company will always look at stock repurchase as an alternative if it believes more value can be created for shareholders.

•The Company retains the right to return more than 80% should the circumstances allow it.

As part of its distribution policy the Company, the dividend calculation will not include capital gains ( reserved for fleet renewal) and deferred tax assets or liabilities but will include capital losses while the policy will at all times be subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements. Supervisory Board believes that this approach has the flexibility to manage the Company through the cycle, retaining sufficient capital for fleet renewal whilst simultaneously rewarding shareholders.

Our Supervisory Board will continue to assess the declaration and payment of dividends upon consideration of our financial results and earnings, restrictions in our debt agreements, market prospects, current capital expenditures, commitments, investment opportunities, and the provisions of Belgian law affecting the payment of dividends to shareholders and other factors. We may stop paying dividends at any time and cannot assure you that we will pay any dividends in the future or of the amount of such dividends. For instance, we did not declare or pay any dividends from 2010 until 2014.

In general, under the terms of our debt agreements, we are not permitted to pay dividends if there is or will be as a result of the dividend a default or a breach of a loan covenant. Our credit facilities also contain restrictions and undertakings which may limit our and our subsidiaries' ability to declare and pay dividends (for instance, with respect to each of our joint ventures, no dividend may be distributed before its loan agreement, as applicable, is repaid in full). Please see “Item 5. Operating and Financial Review and Prospects” for more information relating to restrictions on our ability to pay dividends under the terms of the agreements governing our indebtedness. Belgian law generally prohibits the payment of dividends unless net assets on the closing date of the last financial year do not fall beneath the amount of the registered capital and, before the dividend is paid out, 5% of the net profit is allocated to the legal reserve until this legal reserve amounts to 10% of the share capital. No distributions may occur if, as a result of such distribution, our net assets would fall below the sum of (i) the amount of our registered capital, (ii) the amount of such aforementioned legal reserves, and (iii) other reserves which may be required by our Coordinated Articles of Association or by law, such as the reserves not available for distribution in the event we hold treasury shares. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make distributions to us. We can give no assurance that dividends will be paid at a level anticipated by stockholders or at all. In addition, the corporate law of jurisdictions in which our subsidiaries are organized may impose restrictions on the payment or source of dividends under certain circumstances.

For a discussion of the material tax consequences regarding the receipt of dividends we may declare, please see "Item 10. Additional Information—E. Taxation."

B.          Significant Changes.

Please see Note 27 - Subsequent Events to our Audited Consolidated Financial Statements included herein.

ITEM 9.    OFFER AND THE LISTING

A.          Offer and Listing Details.

Our share capital consists of ordinary shares issued without par value.  Under Belgian law, shares without par value are deemed to have a "nominal" value equal to the total amount of share capital divided by the number of shares.  As of April 1, 2022, our issued (and fully paid up) share capital was $239,147,505.82 which is represented by 220,024,713 ordinary shares with no par value.  The fractional value of our ordinary shares is $1.086912 per share.

Our ordinary shares have traded on Euronext Brussels, since December 1, 2004 and on the NYSE since January 23, 2015, under the symbol "EURN".  We maintain the Belgian Register and, for the purposes of trading our shares on the NYSE, the U.S. Register.

All shares on Euronext Brussels trade in euros, and all shares on the NYSE trade in U.S. dollars. 

B.          Plan of Distribution

Not applicable

C.          Markets.

Our ordinary shares trade on the NYSE and Euronext Brussels under the symbol "EURN."

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For a discussion of our ordinary shares which are listed and eligible for trading on the NYSE and Euronext Brussels, please see "Item 10. Additional Information — B. Memorandum and Coordinated Articles of Association — Share Register."

D.          Selling Shareholders

Not applicable.

E.          Dilution

Not applicable.

F.          Expenses of the Issue

Not applicable.

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ITEM 10.    ADDITIONAL INFORMATION

A.Share capital.

Not applicable.

B.  Memorandum and Coordinated Articles of Association.

We are a public limited liability company incorporated in the form of a naamloze vennootschap / société anonyme under Belgian law (Register of Legal Entities number 0860.402.767 (Antwerpen)).

The following is a description of the material terms of our current Coordinated Articles of Association (CAA) (amended as of November 10, 2021). Because the following is a summary, it does not contain all information that you may find useful. For more complete information, you should read our CAA which are filed as Exhibit 1.1 to this annual report.

Purpose

Our objectives are set forth in Section I, Article 3 of our Coordinated Articles of Association. Our purpose, as stated therein, is to engage in operations related to maritime transport and shipowning, particularly the chartering in and out, the acquisition and sale of ships, and the opening and operation of regular shipping lines, but is not restricted to these activities.

Ordinary Shares

Each outstanding ordinary share entitles the holder to one vote on all matters submitted to a vote of shareholders. Each share represents an identical fraction of the share capital and is either in registered or dematerialized form.

Share Register

Our Belgian Shares are reflected in the Belgian Register, that is maintained by Euroclear Belgium. The Belgian Shares have ISIN BE0003816338. Only these shares, which are reflected in the Belgian Register, may be traded on Euronext Brussels.

Our U.S. Shares are reflected in our U.S. Register that is maintained by Computershare. The U.S. Shares have CUSIP B38564 108.  Only these shares, which are reflected in the U.S. Register, may be traded on the NYSE.

For Belgian Shares, including shares that were either acquired on Euronext Brussels or prior to our initial public offering, to be traded on the NYSE and for U.S. Shares to be traded on Euronext Brussels, shareholders must reposition their shares to the appropriate component of our share register (the U.S. Register for listing and trading on the NYSE and the Belgian Register for listing and trading on Euronext Belgium).  As part of the repositioning procedure, the shares to be repositioned would be debited from the Belgian Register or the U.S. Register, as applicable, and canceled from the holder's securities account, and simultaneously credited to the relevant register (the Belgian Register for shares to be eligible for listing and trading on Euronext Brussels and the U.S. Register for shares to be eligible for listing and trading on the NYSE) and deposited in the holder's securities account. The repositioning procedure is normally completed within three trading days, but may take longer and the Company cannot guarantee the timing.  The Company may suspend the repositioning of shares for periods of time, which we refer to as "freeze periods" for certain corporate events, including the payment of dividends or shareholder meetings. In such cases, the Company plans to inform its shareholders about such freeze periods on its website.

Please see the Company's website www.euronav.com for instructions on how to reposition your shares to be eligible for trading on either the NYSE or Euronext Brussels. The information contained on our website does not form a part of this annual report.

Dividend Rights

For a summary of our dividend policy and legal basis for dividends under Belgian law, see "Item 8: Financial Information – Capital Allocation Policy & Dividend Policy ".

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Liquidation Rights

In the event of the dissolution and liquidation of the Company, the assets remaining after payment of all debts, liquidation expenses and taxes shall be distributed to the holders of our ordinary shares, each receiving a sum proportional to the number of our shares held by them, subject to prior liquidation rights of any preferred stock that may be outstanding.

Directors

Prior to February 20, 2020, before implementation of the Belgian Code of Companies and Associations (CCA), the Board of Directors was the ultimate decision-making body of the Company, with the exception of the matters reserved to the Shareholders’ Meeting as provided by law or the Articles of Association.

On February 20, 2020 the extraordinary shareholders meeting implemented the CCA and adopted new Articles of Association including a two-tier governance model, comprising a Supervisory Board and a Management Board. The powers of the Supervisory Board are those outlined in article 7:109 of the CCA. A copy of our current Coordinated Articles of Association can be consulted at Exhibit 1.1. to our annual report on Form 20-F filed with the SEC on April 15, 2021.

Our Coordinated Articles of Association (CAA) provide that our Supervisory Board shall consist of at least five and maximum ten members. Our Supervisory Board currently consists of five members. The CAA provide that the members of the Supervisory Board remain in office for a period not exceeding four years and are eligible for re-election. The term of a member of the Supervisory Board comes to an end immediately after the annual shareholders' meeting of the last year of his term. Members of the Supervisory Board can be dismissed at any time by the vote of a majority of our shareholders. Each year, there may be one or more directors who have reached the end of their current term of office and may be reappointed.

Belgian law does not regulate specifically the ability of directors to borrow money from the Company. Our Corporate Governance Charter provides that as a matter of principle, no loans or advances will be granted to any director (except for routine advances for business-related expenses in accordance with our rules for reimbursement of expenses).

Article 7:115 of the CCA provides that if one of our Supervisory Board members directly or indirectly has a personal financial interest that conflicts with a decision or transaction that falls within the authority of the Supervisory Board, the conflicted member shall inform the other members of such conflict before the Supervisory Board has decided on the relevant matter. The statutory auditor must also be notified. The conflicted member’s statement and explanation as to the nature of the conflict of interest shall be included in the meeting minutes enacting the decision on the relevant matter and shall be disclosed in accordance within article 7:115 of the CCA. The Supervisory Board shall deliberate and decide on the relevant matter without participation of the conflicted member(s). The Supervisory Board may not delegate this decision. If all members of the Supervisory Board have such conflict of interest, the relevant matter is referred to by the Supervisory Board to a general meeting of shareholders. If the General Meeting approves the relevant decision or transaction is approved at such general meeting, the Supervisory Board is authorized to execute same.

Shareholder Meetings

The annual general shareholders' meeting is generally held annually on the third Thursday of May at 10:30 a.m. (Central European Time). If this day is a legal holiday, the meeting is held on the preceding business day.

The Supervisory Board or the statutory auditor (or, as the case may be, the liquidators) can convene a special or extraordinary general shareholders' meeting at any time if the interests of the Company so require. Such general meetings must also be convened whenever requested by the shareholders who together represent a tenth of our share capital within three weeks of their request, provided that the reason of convening a special or extraordinary general shareholders' meeting is given.

A shareholder only has the right to be admitted to and to vote at the general shareholders' meeting on the basis of the registration of the shares on the fourteenth calendar day at 12 p.m. (Belgian time) preceding the date of the meeting, the day of the meeting not included, or such fourteenth calendar day the "Record Date", either by registration in the Company's register of registered shares, either by their registration in the accounts of an authorized custody account keeper or clearing institution, regardless of the number of shares owned by the shareholder on the day of the general shareholders' meeting.

The shareholder must notify the Company or a designated person of its intention to take part in the general shareholders' meeting at the sixth calendar day preceding the date of the meeting, the day of the meeting not included, in the way mentioned in the convening notice.

The financial intermediary of the authorized custody account keeper or clearing institution delivers a certificate to the shareholders of dematerialized shares which are tradable on Euronext Brussels stating the number of dematerialized shares

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which are registered in the name of the shareholder on its accounts at the Record Date and with which the shareholder intends to take part in the general shareholders' meeting.

A shareholder of shares which are tradable on the New York Stock Exchange only has the right to be admitted to and vote at a general meeting of shareholders if such shareholder complies with the conditions and formalities set out in the convening notice, as decided upon by the Supervisory Board in compliance with all applicable legal provisions.

The convening notice for each general shareholders' meeting shall be disclosed to our shareholders in compliance with all applicable legal terms and provisions, including on our website www.euronav.com

In general, there is no quorum requirement for the general shareholders' meeting and decisions are taken with a simple majority of the votes, except as provided by law on certain matters.

Preferential Subscription Rights

In the event of a share capital increase for cash by way of the issue of new shares, or in the event of an issue of convertible bonds or warrants, our existing shareholders have a preferential right to subscribe, pro rata, to the new shares, convertible bonds or warrants.

In accordance with the provisions of the Belgian Code of Companies and Associations and our Coordinated Articles of Association, the Company, when issuing shares, has the authority to limit or cancel the preferential subscription right of the shareholders in the interest of the Company in respect of such issuance. This limitation or cancellation can be decided upon in favor of one or more particular persons subscribing to that issuance.

When canceling the preferential right of the shareholders, priority may be given to the existing shareholders for the allocation of the newly issued shares.

Disclosure of Major Shareholdings

In accordance with a May 2, 2007 Belgian law relating to disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and containing miscellaneous provisions requiring investors in certain publicly-traded corporations whose investments reach certain thresholds to notify the Company and the Belgian Financial Services and Markets Authority, or the FSMA, of such change as soon as possible and in any event within four trading days. The minimum disclosure threshold is 5% of the Company's issued voting share capital. Further details in this respect can be found on the website of the FSMA: https://www.fsma.be/en/shareholding-structure-0. The information contained on this website does not form a part of this annual report.

Purchase and Sales of Our Own Shares

Article 13 of the Articles of Association contains the principle that the Company and its direct and indirect subsidiaries may acquire and sell the Company’s own shares under the conditions laid down by law. With respect to the acquisition of the Company’s own shares, a prior resolution of the General Meeting is required to authorize the Company to acquire its own shares. Such an authorization was granted by at a special general meeting on June 23, 2021 and remains valid for a period of five years as from the publication in the Annexes to the Belgian Official Gazette of the decision taken by such general meeting.

Pursuant to this authorization, the Company may acquire a maximum of ten percent (10%) of the existing shares of the Company at a price per share not exceeding the maximum price allowed under applicable law and not to be less than EUR 0.01.

Anti-Takeover Effect of Certain Provisions of Our Articles of Association

Our Articles of Association contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Supervisory Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent (1) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

For example, a shareholder's voting rights can be suspended with respect to ordinary shares that give such shareholder the right to voting rights above 5% (or a multiple of 5%) of the total number of voting rights attached to our ordinary shares on the date of the relevant general shareholder's meeting, unless we and the Belgian Financial Services and Markets Authority

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have been informed at least 20 days prior to the date of the relevant general shareholder's meeting in which the holder wishes to vote.

Limitations on the Right to Own Securities

Neither Belgian law nor our articles of association imposes any general limitation on the right of non-residents or foreign persons to hold our ordinary shares or exercise voting rights on our ordinary shares other than those limitations that would generally apply to all shareholders.

Transfer agent

The registrar and transfer agent for our ordinary shares in the United States is Computershare Trust Company N.A. Our Belgian Register is maintained by Euroclear Belgium.

C. Material contracts.

We have not entered into any material contracts, other than contracts entered into in the ordinary course of business, attached as exhibits hereto or otherwise described herein.

D. Exchange controls.

There are no Belgian exchange control regulations that would affect the import or export of capital, including the availability of cash and cash equivalents for use by the company's group or the remittance of dividends, interest or other payments to nonresident holders of the Company's securities.

See "Item 10. Additional information—E. Taxation" for a discussion of the tax treatment of dividends.

E. Taxation

United States Federal Income Tax Considerations

In the opinion of Seward & Kissel LLP, our United States counsel, the following are the material United States federal income tax consequences to us and our U.S. Holders and Non-U.S. Holders, each as defined below, of our activities and the ownership of our ordinary shares. This discussion does not purport to deal with the tax consequences of owning ordinary shares to all categories of investors, some of which, such as banks, insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, dealers in securities or currencies, traders in securities that elect the mark-to-market method of accounting for their securities, investors whose functional currency is not the United States dollar, investors that are or own our ordinary shares through partnerships or other pass-through entitles, investors that own, actually or under applicable constructive ownership rules, 10% or more of our ordinary shares, persons that will hold the ordinary shares as part of a hedging transaction, “straddle” (conversion transaction) persons who are deemed to sell the ordinary shares under constructive sale rules, persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement,” persons subject to the “base erosion and anti-avoidance” tax, and persons who are liable for the alternative minimum tax may be subject to special rules. The following discussion of United States federal income tax matters is based on the United States Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion deals only with holders who purchase ordinary and hold the ordinary shares as a capital asset. The discussion below is based, in part, on the description of our business as described herein and assumes that we conduct our business as described herein. Unless otherwise noted, references in the following discussion to the “Company,” “we” and “us” are to Euronav NV and its subsidiaries on a consolidated basis.

United States Federal Income Taxation of the Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of

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shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code or an applicable U.S. income tax treaty, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under the U.S.-Belgium income tax treaty, or the Belgian Treaty, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if (1) we are resident in Belgium for Belgian income tax purposes and (2) we satisfy one of the tests under the Limitation on Benefits Provision of the Belgian Treaty. We believe that we satisfy the requirements for exemption under the Belgian Treaty for our 2021 and possibly for our future taxable years. Alternatively, we may qualify for exemption under Section 883, as discussed below.

Under Section 883 of the Code and the regulations there under, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1) we are organized in a foreign country, or our country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and

(2) either

(A) more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, which we refer to as the “50% Ownership Test,” or

(B) our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test”.

Each of the jurisdictions where our ship-owning subsidiaries are incorporated grant an “equivalent exemption” to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

We do not currently anticipate circumstances under which we would be able to satisfy the 50% Ownership Test given the widely held nature of our ordinary shares. Our ability to satisfy the Publicly-Traded Test is discussed below.

Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. Our ordinary shares are “primarily traded” on the NYSE for this purpose even though the ordinary shares are also listed and traded on Euronext.

Under the Treasury Regulations, our ordinary shares will be considered to be “regularly traded” on an established securities market if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and total value, is listed on the market which we refer to as the listing threshold. Our ordinary shares are listed on the NYSE and therefore we satisfy the listing requirement.

It is further required that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, which we refer to as the “trading frequency test”; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, which we refer to as the “trading volume test”. We believe we satisfied the trading frequency and trading volume tests for the 2021 taxable year. Even if this was not the case, the Treasury Regulations provide that the trading frequency and trading volume tests will be deemed satisfied if, as

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is the case with our ordinary shares, such class of stock is traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of our stock will not be considered to be “regularly traded” on an established securities market for any taxable year if 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote and value of the outstanding shares of such class of stock, which we refer to as the “5 Percent Override Rule.”

For purposes of being able to determine the persons who own 5% or more of our stock (5% Shareholders) the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as having a 5% or more beneficial interest in our ordinary shares. The Treasury Regulations further provide that an investment company identified on a SEC Schedule 13G or Schedule 13D filing which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for such purposes.

In the event the 5 Percent Override Rule is triggered, the Treasury Regulations provide that the 5 Percent Override Rule will not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be qualified shareholders for purposes of Section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of each class of our stock for more than half the number of days during such year.

We believe that we and each of our subsidiaries qualify for exemption under Section 883 of the Code for our 2021 taxable year. We also expect that we and each of our subsidiaries will qualify for this exemption for our subsequent taxable years. However, there can be no assurance in this regard. For example, if our 5% Stockholders own 50% or more of our ordinary shares, we would be subject to the 5% Override Rule unless we can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are qualified stockholders for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of our ordinary shares for more than half the number of days during the taxable year. In order to establish this, sufficient 5% Stockholders that are qualified stockholders would have to comply with certain documentation and certification requirements designed to substantiate their identity as qualified stockholders. These requirements are onerous and there is no assurance that we will be able to satisfy them.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the “4% gross basis tax regime”. Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.

To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.-source shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at a rate of 21%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of such U.S. trade or business.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

•We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•Substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

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U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares that is a United States citizen or resident, United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a United States person for United States federal income tax purposes.

If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our ordinary shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income (qualified dividend income) as described in more detail below, to the extent of our current and accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in the holder’s ordinary shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our ordinary shares will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on our ordinary shares to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Non-Corporate Holders at preferential tax rates provided that (1) either we qualify for the benefits of the Belgian Treaty (which we expect to be the case) or the ordinary shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our ordinary shares are listed); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the U.S. Non-Corporate Holder has owned the ordinary shares for more than 60 days in the 121-day period beginning 60 days before the date on which the ordinary shares become ex-dividend (and has not entered into certain risk limiting transactions with respect to such ordinary share); and (4) the U.S. Non-Corporate Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar related property. There is no assurance that any dividends paid on our ordinary shares will be eligible for these preferential tax rates in the hands of a U.S. Non-Corporate Holder.

As discussed below, our dividends may be subject to Belgian withholding taxes. A U.S. Holder may elect to either deduct his share of any foreign taxes paid with respect to our dividends in computing his Federal taxable income or treat such foreign taxes as a credit against U.S. federal income taxes, subject to certain limitations. No deduction for foreign taxes may be claimed by an individual who does not itemize deductions. Dividends paid with respect to our ordinary shares will generally be treated as “passive category income” or, in the case of certain types of U.S. Holders, “general category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes. The rules governing foreign tax credits are complex and U.S. Holders are encouraged to consult their tax advisors regarding the applicability of these rules in a U.S. Holder’s specific situation.

Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) Euronav is 50% or more owned, by vote or value, by U.S. persons and (b) at least 10% of Euronav’s earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of its dividends would be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of Euronav’s earnings and profits from sources within the U.S. for such taxable year divided by the total amount of Euronav’s earnings and profits for such taxable year.

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The rules related to U.S. foreign tax credits are complex and U.S. holders should consult their tax advisors to determine whether and to what extent a credit would be available.

Special rules may apply to any “extraordinary dividend” generally, a dividend paid by us in an amount which is equal to or in excess of ten percent of a U.S. Non-Corporate Holder’s adjusted tax basis (or fair market value in certain circumstances) or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder's adjusted tax basis (or fair market value upon the shareholder's election) in a share of ordinary shares paid by us. If we pay an “extraordinary dividend” on our ordinary shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such ordinary shares will be treated as long-term capital loss to the extent of such dividend.

Dividends will be generally included in the income of U.S. Holders at the U.S. dollar amount of the dividend (including any non-U.S. taxes withheld therefrom), based upon the exchange rate in effect on the date of the distribution. In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However an individual whose realized foreign exchange gain does not exceed U.S. $200 will not recognize that gain, to the extent that there are not expenses associated with the transaction that meet the requirement for deductibility as a trade or business expense (other than travel expenses in connection with a business trip or as an expense for the production of income).

Sale, Exchange or other Disposition of Ordinary shares

Subject to the discussion of passive foreign investment companies below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such shares. The U.S. Holder’s initial tax basis in its shares generally will be the U.S. Holder’s purchase price for the shares and that tax basis will be reduced (but not below zero) by the amount of any distributions on the shares that are treated as non-taxable returns of capital (as discussed above under “-United States Federal Income Taxation of U.S. Holders-Distributions”). Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company

Special United States federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a passive foreign investment company, or PFIC for United States federal income tax purposes. In general, a foreign corporation will be treated as a PFIC with respect to a United States shareholder in such foreign corporation, if, for any taxable year in which such shareholder holds stock in such foreign corporation, either:

•At least 75 percent of the corporation’s gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

•At least 50 percent of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.

For purposes of determining whether a foreign corporation is a PFIC, it will be treated as earning and owning its proportionate share of the income and assets, respectively, of any of its subsidiary corporations in which it owns at least 25 percent of the value of the subsidiary’s stock.

Income earned by a foreign corporation in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute “passive income” unless the foreign corporation is treated under specific rules as deriving its rental income in the active conduct of a trade or business or receiving the rental income from a related party.

Based on our current operations and future projections, we do not believe that we are, nor do we expect to become a PFIC with respect to any taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly-owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal

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authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. We have not sought, and we do not expect to seek, a ruling from the Internal Revenue Service, or the IRS, on this matter. As a result, the IRS or a court could disagree with our position. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election we refer to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our ordinary shares, as discussed below.

If we were to be treated as a PFIC for any taxable year, a U.S. Holder would be required to file an annual report with the IRS for that year with respect to such U.S. Holder’s ordinary shares.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an “Electing Holder,” the Electing Holder must report each year for United States federal income tax purposes his pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder’s adjusted tax basis in the ordinary shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the ordinary shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our ordinary shares. A U.S. Holder would make a QEF election with respect to any year that our company is a PFIC by filing IRS Form 8621 with his United States federal income tax return. If we were aware that we or any of our subsidiaries were to be treated as a PFIC for any taxable year, we would, if possible, provide each U.S. Holder with all necessary information in order to make the QEF election described above. If we were to be treated as a PFIC, a U.S. Holder would be treated as owning his proportionate share of stock in each of our subsidiaries which is treated as a PFIC and such U.S. Holder would need to make a separate QEF election for any such subsidiaries. It should be noted that we may not be able to provide such information if we did not become aware of our status as a PFIC in a timely manner.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate, our shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our ordinary shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The “mark-to-market” election will not be available for any of our subsidiaries. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over such holder’s adjusted tax basis in the ordinary shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in the ordinary shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s tax basis in his ordinary shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. It should be noted that the mark-to-market election would likely not be available for any of our subsidiaries which are treated as PFICs.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (1) any excess distribution (the portion of any distributions received by the Non-Electing Holder on our ordinary shares in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period before the taxable year for the ordinary shares), and (2) any gain realized on the sale, exchange or other disposition of our ordinary shares. Under these special rules:

•The excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the ordinary shares;

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•The amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and

•The amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

These rules would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our ordinary shares. If a Non-Electing Holder who is an individual dies while owning our ordinary shares, such holder’s successor generally would not receive a step-up in tax basis with respect to such shares.

United States Federal Income Taxation of “Non-U.S. Holders”

A beneficial owner of our ordinary shares that is not a U.S. Holder or an entity treated as a partnership is referred to herein as a “Non-U.S. Holder.”

If a partnership holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our ordinary shares, you are encouraged to consult your tax advisor.

Dividends on Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our ordinary shares, unless that income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Ordinary shares

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our ordinary shares, unless:

•The gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain may be taxable only if it is also attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States or

•The Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-U.S. Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the ordinary shares, including dividends and the gain from the sale, exchange or other disposition of the ordinary shares that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, its earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30 percent, or at a lower rate as may be specified by an applicable United States income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. Such payments will also be subject to backup withholding tax if paid to a non-corporate U.S. Holder who:

•Fails to provide an accurate taxpayer identification number;

•Is notified by the IRS that he has failed to report all interest or dividends required to be shown on his federal income tax returns; or

•In certain circumstances, fails to comply with applicable certification requirements.

•Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an appropriate IRS Form W-8.

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If a Non-U.S. Holder sells his ordinary shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless the Non-U.S. Holder certifies that he is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption. If a Non-U.S. Holder sells his ordinary shares through a non-United States office of a non-United States broker and the sales proceeds are paid to the Non-U.S. Holder outside the United States then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to a Non-U.S. Holder outside the United States, if the Non-U.S. Holder sells ordinary shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States.

Backup withholding is not an additional tax. Rather, a taxpayer generally may obtain a refund of any amounts withheld under backup withholding rules that exceed the taxpayer’s income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain United States entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our ordinary shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury Regulations, an individual Non-U.S. Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including United States entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Belgian Tax Considerations

In the opinion of Argo Law, our Belgian counsel, the following are the material Belgian federal income tax consequences of the acquisition, ownership and disposal of ordinary shares by an investor, but this summary does not purport to address all tax consequences of the ownership and disposal of ordinary shares, and does not take into account the specific circumstances of particular investors, some of which may be subject to special rules, or the tax laws of any country other than Belgium. This summary does not describe the tax treatment of investors that are subject to special rules, such as banks, insurance companies, collective investment undertakings, dealers in securities or currencies, persons that hold, or will hold, ordinary shares as a position in a straddle, share-repurchase transaction, conversion transactions, synthetic security or other integrated financial transactions. This summary does not address the tax regime applicable to ordinary shares held by Belgian tax residents through a fixed basis or a permanent establishment situated outside Belgium. This summary does principally not address any local taxes that may be due in connection with the ownership and disposal of ordinary shares, other than Belgian local surcharges which generally vary from 0% to 9% of the investor's income tax liability.

For purposes of this summary, a Belgian resident is:

•an individual subject to Belgian personal income tax, i.e., an individual who is domiciled in Belgium or has his seat of wealth in Belgium or a person assimilated to a resident for purposes of Belgian tax law;

•a company (as defined by Belgian tax law) subject to Belgian corporate income tax, i.e., a corporate entity that has its statutory seat (unless it can be proved that the tax residence of the company is situated in another State than Belgium), its main establishment, its administrative seat or seat of management in Belgium;

•an Organization for Financing Pensions subject to Belgian corporate income tax, i.e., a Belgian pension fund incorporated under the form of an Organization for Financing Pensions; or

•a legal entity subject to Belgian income tax on legal entities, i.e., a legal entity other than a company subject to Belgian corporate income tax, that has its main establishment, its administrative seat or seat of management in Belgium.

A non-resident is any person that is not a Belgian resident.

This summary is based on laws, treaties and regulatory interpretations in effect in Belgium on the date of this Form 20-F, all of which are subject to change, including changes that could have retroactive effect. Investors should appreciate that, as a result of evolutions in law or practice, the eventual tax consequences may be different from what is stated below.

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Investors should consult their own advisers regarding the tax consequences of the acquisition, ownership and disposal of the ordinary shares in the light of their particular circumstances, including the effect of any state, local or other national laws.

Belgian taxation of dividends on ordinary shares

For Belgian income tax purposes, the gross amount of all benefits paid on or attributed to the ordinary shares is generally treated as a dividend distribution. By way of exception, the repayment of capital carried out in accordance with the Belgian Code of Companies and Associations is not treated as a dividend distribution to the extent that such repayment is imputed to the fiscal capital. This fiscal capital includes, in principle, the actual paid-up statutory share capital and, subject to certain conditions, the paid-up issuance premiums and the contributions done in exchange for the issuance of profit sharing certificates. However, a repayment of capital decided upon by the shareholder’s meeting as of January 1, 2018 and which is carried out in accordance with the Belgian Code of Companies and Associations is partly considered to be a dividend distribution, more specifically with respect to the portion that is deemed to be the distribution of the existing taxed reserves (irrespective of whether they are incorporated into the capital) and/or of the tax-free reserves incorporated into the capital. Such portion is determined on the basis of the ratio of the taxed reserves (except for the legal reserve up to the legal minimum and certain unavailable reserves) and the tax-free reserves incorporated into the capital (with a few exceptions) over the aggregate of such reserves and the fiscal capital.

Belgian withholding tax of 30% is normally levied on dividends, subject to such relief as may be available under applicable domestic or tax treaty provisions.

If the Company redeems its own ordinary shares, the redemption gain (i.e. the redemption proceeds after deduction of the portion of fiscal capital represented by the redeemed ordinary shares) will, in principle, be treated as a dividend subject to a Belgian withholding tax of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions. No Belgian withholding tax will be triggered if such redemption is carried out on a stock exchange and meets certain conditions.

In case of liquidation of the Company, the liquidation gain (i.e. the amount distributed in excess of the fiscal capital) will in principle be subject to Belgian withholding tax at a rate of 30%, subject to such relief as may be available under applicable domestic or tax treaty provisions.

As mentioned above any dividends or other distributions made by the Company to shareholders owning its ordinary shares will, in principle, be subject to withholding tax in Belgium at a rate of 30%, except for shareholders which qualify for an exemption of withholding tax such as, among others, qualifying pension funds or a company qualifying as a parent company in the sense of the Council Directive (90/435/EEC) of July 23, 1990, or the Parent-Subsidiary Directive, or that qualify for a lower withholding tax rate or an exemption by virtue of a tax treaty. Various conditions may apply and shareholders residing in countries other than Belgium are advised to consult their advisers regarding the tax consequences of dividends or other distributions made by the Company. Shareholders of the Company residing in countries other than Belgium may not be able to credit the amount of such withholding tax to any tax due on such dividends or other distributions in any other country than Belgium. As a result, such shareholders may be subject to double taxation in respect of such dividends or other distributions.

Belgium and the United States have concluded a double tax treaty concerning the avoidance of double taxation, or the U.S.-Belgium Tax Treaty. The U.S.-Belgium Tax Treaty reduces the applicability of Belgian withholding tax to 15%, 5% or 0% for U.S. taxpayers, provided that the U.S. taxpayer meets the limitation of benefits conditions imposed by the U.S.-Belgium Tax Treaty. The Belgian withholding tax is generally reduced to 15% under the U.S.-Belgium Tax Treaty. The 5% withholding tax applies in case where the U.S. shareholder is a company which holds at least 10% of the ordinary shares in the Company. A 0% Belgian withholding tax applies when the shareholder is a U.S. company which has held at least 10% of the ordinary shares in the Company for a period of at least 12 months ending on the date the dividend is declared, or is, subject to certain conditions, a U.S. pension fund. The U.S. shareholders are encouraged to consult their own tax advisers to determine whether they can invoke the benefits and meet the limitation of benefits conditions as imposed by the U.S.-Belgium Tax Treaty.

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Belgian resident individuals

For Belgian resident individuals who acquire and hold the ordinary shares as a private investment, the Belgian dividend withholding tax fully discharges their personal income tax liability. They may nevertheless elect to report (the gross amount of) the dividends in their personal income tax return. Where such individual opts to report them, dividends will normally be taxable at the lower of the generally applicable 30% withholding tax rate on dividends or at the progressive personal income tax rates applicable to the taxpayer’s overall declared income (local surcharges will not apply). The first EUR 812 (amount applicable for income year 2020; the amount applicable for income year 2021 is EUR 800) of reported ordinary dividend income will be exempt from Belgian tax. This exemption of Belgian tax has to be claimed by each tax payer via their tax declaration. For the avoidance of doubt, all reported dividends are taken into account to assess whether said maximum amount is reached. In addition, if the dividends are reported, the Belgian dividend withholding tax levied at source may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the final personal income tax liability with at least EUR 2.50, provided that the dividend distribution does not result in a reduction in value of or a capital loss on the ordinary shares. This condition is not applicable if the individual can demonstrate that he has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends.

For Belgian resident individuals who acquire and hold the ordinary shares for professional purposes, the Belgian withholding tax does not fully discharge their income tax liability. Dividends received must be reported by the investor and will, in such case, be taxable at the investor’s personal income tax rate increased with local surcharges. The Belgian dividend withholding tax levied at source may be credited against the personal income tax due and is reimbursable to the extent that it exceeds the final personal income tax liability with at least EUR 2.50, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if the investor can demonstrate that he has held the full legal ownership of the ordinary shares for an uninterrupted period of twelve months prior to the attribution of the dividends.

Belgian resident companies

Corporate income tax

For Belgian resident companies, the dividend withholding tax does not fully discharge the corporate income tax liability. For such companies, the gross dividend income (including the Belgian withholding tax) must be declared in the standard corporate income tax return and will be subject to a corporate income tax rate of 25% for assessment year 2022 in relation to financial years starting on or after January 1, 2021, unless the reduced corporate income tax rates apply. Subject to certain conditions, a reduced corporate income tax rate of 20% as of year 2022 (i.e. for financial years starting on or after January 1, 2020) applies for Small and Medium Sized Enterprises (as defined by Article 1:24, §1 to §6 of the Belgian Code of Companies and Associations) on the first EUR 100,000 of taxable profits.

Any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified; and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable (a) if the taxpayer can demonstrate that it has held the ordinary shares in full legal ownership for an uninterrupted period of twelve months prior to the attribution of the dividends; or (b) if, during said period, the ordinary shares never belonged to a taxpayer other than a resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a permanent establishment (PE) in Belgium.

If the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements (rechtshandeling of geheel van rechtshandelingen/acte juridique ou un ensemble d’actes juridiques) which is not genuine (kunstmatig/non authentique) and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

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As a general rule, Belgian resident companies can (subject to certain limitations) deduct 100% of gross dividends received from their taxable income (Dividend Received Deduction Regime), provided that at the time of a dividend payment or attribution: (1) the Belgian resident company holds the ordinary shares representing at least 10% of the share capital of the Company or a participation in the Company with an acquisition value of at least EUR 2,500,000; (2) the ordinary shares have been held or will be held in full ownership for an uninterrupted period of at least one year; and (3) the conditions relating to the taxation of the underlying distributed income, as described in Article 203 of the Belgian Income Tax Code or the "Article 203 ITC Taxation Condition" are met; and (4) the anti-abuse provision contained in Article 203, §1, 7° of the Belgian Income Tax Code is not applicable (together, the “Conditions for the application of the Dividend Received Deduction Regime”). Under certain circumstances the conditions referred to under (1) and (2) do not need to be fulfilled in order for the Dividend Received Deduction Regime to apply.

The Conditions for the application of the Dividend Received Deduction Regime depend on a factual analysis, upon each dividend distribution, and for this reason the availability of this regime should be verified upon each dividend distribution.

Belgian withholding tax

Dividends distributed to a Belgian resident company will be exempt from Belgian withholding tax provided that the Belgian resident company holds, upon payment or attribution of the dividends, at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year.

In order to benefit from this exemption, the Belgian resident company must provide the Company or its paying agent at the latest upon the attribution or the payment of the dividend with a certificate confirming its qualifying status and the fact that it meets the required conditions. If the Belgian resident company holds the required minimum participation for less than one year, at the time the dividends are paid on or attributed to the ordinary shares, the Company will levy the Belgian withholding tax but will not transfer it to the Belgian Treasury provided that the Belgian resident company certifies its qualifying status, the date from which it has held such minimum participation, and its commitment to hold the minimum participation for an uninterrupted period of at least one year.

The Belgian resident company must also inform the Company or its paying agent if the one-year period has expired or if its shareholding will drop below 10% of the share capital of the Company before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the dividend withholding tax which was temporarily withheld, will be refunded to the Belgian resident company.

Please note that the above described Dividend Received Deduction Regime and the withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements “rechtshandeling of geheel van rechtshandelingen”/”acte juridique ou un ensemble d’actes juridiques” for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless evidence to the contrary, that this arrangement or this series of arrangements is not genuine “kunstmatig”/”non authentique” and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the Parent-Subsidiary Directive in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality.

Belgian resident organizations for financing pensions

For organizations for financing pensions or OFPs, i.e., Belgian pension funds incorporated under the form of an OFP (“organismen voor de financiering van pensioenen”/”organismes de financement de pensions”) within the meaning of Article 8 of the Belgian Act of 27 October 2006, the dividend income is generally tax exempt.

Subject to certain limitations, any Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due.

If the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen/acte juridique ou un ensemble d’actes juridiques") which is not genuine ("kunstmatig/non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

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Other Belgian resident legal entities subject to Belgian legal entities tax

For taxpayers subject to the Belgian income tax on legal entities, the Belgian dividend withholding tax in principle fully discharges their income tax liability.

Non-resident individuals or non-resident companies

Non-resident income tax

For non-resident individuals and companies, the Belgian dividend withholding tax will be the only tax on dividends in Belgium, unless the non-resident holds the ordinary shares in connection with a business conducted in Belgium through a fixed base in Belgium or a Belgian PE.

If the ordinary shares are acquired by a non-resident in connection with a fixed base or a PE in Belgium, the investor must report any dividends received, which will be taxable at the applicable non-resident personal or corporate income tax rate, as appropriate. Belgian dividend withholding tax levied at source may be credited against non-resident personal or corporate income tax and is reimbursable to the extent that it exceeds the income tax due with at least EUR 2.50 and, subject to two conditions: (1) the taxpayer must own the ordinary shares in full legal ownership on the date on which the beneficiary of the dividend is identified and (2) the dividend distribution may not result in a reduction in value of or a capital loss on the ordinary shares. The latter condition is not applicable if (a) the non-resident individual or the non-resident company can demonstrate that the ordinary shares were held in full legal ownership for an uninterrupted period of twelve months prior to the payment or attribution of the dividends or (b) with regard to non-resident companies only, if, during said period, the ordinary shares have not belonged to a taxpayer other than a Belgian resident company or a non-resident company which has, in an uninterrupted manner, invested the ordinary shares in a Belgian PE.

Non-resident companies whose ordinary shares are invested in a Belgian PE may deduct 100% of the gross dividends received from their taxable income if, at the date the dividends are paid or attributed, the Conditions for the application of the Dividend Received Deduction Regime are met. The application of the Dividend Received Deduction Regime depends, however, on a factual analysis to be made upon each distribution and its availability should be verified upon each dividend distribution.

Dividends distributed to non-resident individuals who do not use the ordinary shares in the exercise of a professional activity, may be eligible for the tax exemption with respect to ordinary dividends in an amount of up to EUR 800 (amount applicable for income year 2021; the amount applicable for income year 2022 is EUR 800) per year. For the avoidance of doubt, all dividends paid or attributed to such non-resident individual (and hence not only dividends paid or attributed on the ordinary shares) are taken into account to assess whether said maximum amount is reached. Consequently, if Belgian withholding tax has been levied on dividends paid or attributed to the ordinary shares, such non-resident individual may request in its Belgian non-resident income tax return that any Belgian withholding tax levied is credited and, as the case may be, reimbursed. However, if no Belgian non-resident income tax return must be filed by the non-resident individual, any Belgian withholding tax levied could in principle be reclaimed by filing a certified, dated and signed written request thereto addressed to the tax official of the Centre Abroad (Centrum Buitenland/Centre Etrangers). Such a request must be filed no later than on December 31st of the calendar year following the calendar year in which the relevant dividend(s) have been received, together with an affidavit confirming the non-resident individual status and certain supporting documents.

Belgian dividend withholding tax relief for non-residents

Under Belgian tax law, withholding tax is not due on dividends paid to a foreign pension fund which satisfies the following conditions: (i) it is a non-resident saver in the meaning of Article 227, 3° of the Belgian ITC which implies that it has separate legal personality and fiscal residence outside of Belgium; (ii) whose corporate purpose consists solely in managing and investing funds collected in order to pay legal or complementary pensions; (iii) whose activity is limited to the investment of funds collected in the exercise of its statutory mission, without any profit making aim; (iv) which is exempt from income tax in its country of residence; and (v) except in specific circumstances, provided that it is not contractually obligated to redistribute the dividends to any ultimate beneficiary of such dividends for whom it would manage the ordinary shares, nor obligated to pay a manufactured dividend with respect to the ordinary shares under a securities borrowing transaction. The exemption will only apply if the foreign pension fund provides a certificate confirming that it is the full legal owner or usufruct holder of the ordinary shares and that the above conditions are satisfied. The foreign pension fund must then forward that certificate to the Company or its paying agent.

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As mentioned above, if the corporate purpose of the beneficiary solely or mainly consists in managing and investing funds collected in order to pay legal or complementary pensions, the Belgian dividend withholding tax levied at source may be credited against the corporate income tax due and is reimbursable to the extent that it exceeds the corporate income tax due, provided that the taxpayer has held the ordinary shares in full legal ownership for an uninterrupted period of sixty days. This condition is not applicable if the taxpayer can demonstrate that the dividends are not connected to an arrangement or a series of arrangements ("rechtshandeling of geheel van rechtshandelingen/acte juridique ou un ensemble d’actes juridiques") which is not genuine ("kunstmatig/non authentique") and has been put in place for the main purpose or one of the main purposes of obtaining a tax credit of the Belgian dividend withholding tax.

Dividends distributed to non-resident qualifying parent companies established in a Member State of the EU or in a country with which Belgium has concluded a double tax treaty that includes a qualifying exchange of information clause, will, under certain conditions, be exempt from Belgian withholding tax provided that the ordinary shares held by the non-resident company, upon payment or attribution of the dividends, amount to at least 10% of the share capital of the Company and such minimum participation is held or will be held during an uninterrupted period of at least one year. A non-resident company qualifies as a parent company provided that (i) for companies established in a Member State of the EU, it has a legal form as listed in the annex to the EU Parent-Subsidiary Directive), as amended by Directive 2003/123/EC of 22 December 2003, or, for companies established in a country with which Belgium has concluded a qualifying double tax treaty, it has a legal form similar to the ones listed in such annex (provided that, as regards the companies governed by Belgian law, the reference to "besloten vennootschap met beperkte aansprakelijkheid/société privée à responsabilité limitée", to "coperatieve vennootschap met onbeperkte aansprakelijkheid/”/”société cooperative à responsabilité illimitée", and to "gewone commanditaire vennootschap/société en commandite simple", should also be understood as a reference to respectively the "besloten vennootschap, the coperatieve vennootschap/société à responsabilité limitée”, and the "commanditaire vennootschap/société en commandite"; (ii) it is considered to be a tax resident according to the tax laws of the country where it is established and the double tax treaties concluded between such country and third countries; and (iii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime.

To benefit from this exemption, the non-resident company must provide the Company or its paying agent at the latest upon the attribution of the dividends with a certificate confirming its qualifying status and the fact that it meets the three aforementioned conditions.

If the non-resident company holds a minimum participation for less than one year at the time the dividends are paid on or attributed to the ordinary shares, the Company must deduct the withholding tax but does not need to transfer it to the Belgian Treasury provided that the non-resident company provides the Company or its paying agent with a certificate confirming, in addition to its qualifying status, the date as of which it has held the ordinary shares, and its commitment to hold the ordinary shares for an uninterrupted period of at least one year. The non-resident company must also inform the Company or its paying agent when the one-year period has expired or if its shareholding drops below 10% of the Company’s share capital before the end of the one-year holding period. Upon satisfying the one-year shareholding requirement, the deducted dividend withholding tax which was temporarily withheld, will be refunded to the non-resident company.

Please note that the above withholding tax exemption will not be applicable to dividends which are connected to an arrangement or a series of arrangements (‘‘rechtshandeling of geheel van rechtshandelingen’’/’’acte juridique ou un ensemble d’actes juridiques’’) for which the Belgian tax administration, taking into account all relevant facts and circumstances, has proven, unless evidence to the contrary, that this arrangement or this series of arrangements is not genuine (‘‘kunstmatig’’/’’non authentique’’) and has been put in place for the main purpose or one of the main purposes of obtaining the dividend received deduction, the above dividend withholding tax exemption or one of the advantages of the Parent-Subsidiary Directive in another EU Member State. An arrangement or a series of arrangements is regarded as not genuine to the extent that they are not put into place for valid commercial reasons which reflect economic reality. Pursuant to recent jurisprudence of the European Court of Justice, the withholding tax exemption may even be refused if the receiving Parent Company cannot be considered as the beneficial owner of the dividends.

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Dividends distributed by a Belgian company to a non-resident company will be exempt from withholding tax, provided that (i) the non-resident company is established in the European Economic Area or in a country with whom Belgium has concluded a tax treaty that includes a qualifying exchange of information clause, (ii) the non-resident company is subject to corporate income tax or a similar tax without benefiting from a tax regime that derogates from the ordinary tax regime, (iii) the non-resident company does not satisfy the 10%-participation threshold but has a participation in the Belgian company with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares which are or will be held in full ownership for at least one year without interruption; and (v) the non-resident company has a legal form as listed in the annex to the Parent-Subsidiary Directive, as amended from time to time, or, has a legal form similar to the ones listed in such annex (provided that, as regards the companies governed by Belgian law, the reference to “besloten vennootschap met beperkte aansprakelijkheid”/”société privée à responsabilité limitée”, to “coöperatieve vennootschap met onbeperkte aansprakelijkheid”/”société cooperative à responsabilité illimitée”, and to “gewone commanditaire vennootschap”/”société en commandite simple”, should also be understood as a reference to respectively the “besloten vennootschap”/”société à responsabilité limitée”, the “coöperatieve vennootschap”/”société cooperative”, and the “commanditaire vennootschap”/”société en commandite”) and that is governed by the laws of another Member State of the EEA, or, by the law of a country with whom Belgium has concluded a qualifying double tax treaty. This exemption applies to the extent that the withholding tax which would have been due in case this exemption would not exit, would not be creditable nor reimbursable in the hands of the non-resident company.

In order to benefit from the exemption of withholding tax, the non-resident company must provide the Company or its paying agent with a certificate confirming (i) it has the above described legal form, (ii) it is subject to corporate income tax or a similar tax without benefiting from a tax regime that deviates from the ordinary domestic tax regime, (iii) it holds a participation of less than 10% in the capital of the Company but with an acquisition value of at least EUR 2,500,000 upon the date of payment or attribution of the dividend, (iv) the dividends relate to ordinary shares in the Company which it has held or will hold in full legal ownership for an uninterrupted period of at least one year, (v) to which extent it could in principle, would this exemption not exist, credit the levied Belgian withholding tax or obtain a reimbursement according to the legal provisions applicable upon December 31 of the year preceding the year of the payment or attribution of the dividends, and (vi) its full name, legal form, address and fiscal identification number, if applicable.

Belgian dividend withholding tax is subject to such relief as may be available under applicable double tax treaty provisions. Belgium has concluded double tax treaties with more than 95 countries, reducing the dividend withholding tax rate to 20%, 15%, 10%, 5% or 0% for residents of those countries, depending on conditions, among others, related to the size of the shareholding and certain identification formalities. Such reduction may be obtained either directly at source or through a refund of taxes withheld in excess of the applicable tax treaty rate.

Prospective holders should consult their own tax advisors to determine whether they qualify for a reduction in withholding tax upon payment or attribution of dividends, and, if so, to understand the procedural requirements for obtaining a reduced withholding tax upon the payment of dividends or for making claims for reimbursement.

Belgian taxation of capital gains and losses on ordinary shares

Belgian resident individuals

In principle, Belgian resident individuals acquiring the ordinary shares as a private investment should not be subject to Belgian capital gains tax on a later disposal of the ordinary shares and capital losses will not be tax deductible.

Capital gains realized by a Belgian resident individual are however taxable at 33% (plus local surcharges) if the capital gain on the ordinary shares is deemed to be realized outside the scope of the normal management of its private estate. Capital losses are, however, not tax deductible. Moreover, capital gains realized by Belgian resident individuals on the disposal of the ordinary shares to a non-resident company (or body constituted in a similar legal form), to a foreign State (or one of its political subdivisions or local authorities) or to a non-resident legal entity, each time established outside the European Economic Area, are in principle taxable at a rate of 16.5% (plus local surcharges) if, at any time during the five years preceding the sale, the Belgian resident individual has owned, directly or indirectly, alone or with his/her spouse or with certain relatives, a substantial shareholding in the Company (i.e., a shareholding of more than 25% in the Company). Capital losses arising from such transactions are, however, not tax deductible.

Capital gains realized by Belgian resident individuals in case of redemption of the ordinary shares or in case of liquidation of the Company will generally be taxable as a dividend.

Belgian resident individuals who hold the ordinary shares for professional purposes are taxable at the ordinary progressive personal income tax rates (plus local surcharges) on any capital gains realized upon the disposal of the ordinary shares, except for the ordinary shares held for more than five years, which are taxable at a separate rate of, in principle, 10% (capital gains realized in the framework of the cessation of activities under certain circumstances) or 16.5% (other

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occasions), both plus local surcharges. Capital losses on the ordinary shares incurred by Belgian resident individuals who hold the ordinary shares for professional purposes are in principle tax deductible.

Belgian resident companies

Belgian resident companies are normally not subject to Belgian capital gains taxation on gains realized upon the disposal of the ordinary shares provided that the Conditions for the application of the Dividend Received Deduction Regime are met.

If one or more of the Conditions for the application of the Dividend Received Deduction Regime would not be met, any capital gain realized would be taxable at the standard corporate income tax rate of 25%, unless the reduced corporate income tax rate of 20% applies.

Capital losses on the ordinary shares incurred by Belgian resident companies are as a general rule not tax deductible.

Ordinary shares held in the trading portfolios of Belgian qualifying credit institutions, investment enterprises and management companies of collective investment undertakings are subject to a different regime. The capital gains on such ordinary shares are taxable at the standard corporate income tax rate of 25% unless the reduced corporate income tax rate of 20% applies and the capital losses on such ordinary shares are tax deductible. Internal transfers to and from the trading portfolio are assimilated to a realization. Capital gains realized by Belgian resident companies in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.

Belgian resident organizations for financing pensions

Capital gains and capital losses realized by OFPs within the meaning of Article 8 of the Belgian Act of 27 October 2006, upon the disposal of the ordinary shares are not to be taken into account for the determination of the taxable result of the OFPs.

Other Belgian resident legal entities subject to Belgian legal entities tax

Capital gains realized upon disposal of the ordinary shares by Belgian resident legal entities are in principle not subject to Belgian income tax and capital losses are not tax deductible.

Capital gains realized upon disposal of (part of) a substantial participation in a Belgian company (i.e., a participation representing more than 25% of the share capital of the Company at any time during the last five years prior to the disposal) may, however, under certain circumstances be subject to income tax in Belgium at a rate of 16.5%.

Capital gains realized by Belgian resident legal entities in case of redemption of the ordinary shares or in case of liquidation of the Company will, in principle, be subject to the same taxation regime as dividends.

Non-resident individuals or non-resident companies

Non-resident individuals or companies are, in principle, not subject to Belgian income tax on capital gains realized upon disposal of the ordinary shares, unless the ordinary shares are held as part of a business conducted in Belgium through a fixed base in Belgium or a Belgian PE. In such a case, the same principles apply as described with regard to Belgian individuals (holding the ordinary shares for professional purposes) or Belgian companies.

Non-resident individuals who do not use the ordinary shares for professional purposes and who have their fiscal residence in a country with which Belgium has not concluded a tax treaty or with which Belgium has concluded a tax treaty that confers the authority to tax capital gains on the ordinary shares to Belgium, might be subject to tax in Belgium if the capital gains arise from transactions which are to be considered speculative or beyond the normal management of one’s private estate or in case of disposal of a substantial participation in a Belgian company as mentioned in the tax treatment of the disposal of the ordinary shares by Belgian individuals. Such non-resident individuals might therefore be obliged to file a tax return and should consult their own tax advisor.

Annual tax on securities accounts

The law of 17 February 2021 on the introduction of an annual tax on securities accounts (the “Law of 17 February 2021”) has introduced an annual tax on securities accounts into Belgian law effective as from February 26, 2021. Pursuant to the Law of 17 February 2021, a 0.15% tax is applicable to Belgian residents and non-residents who hold securities accounts with an average value, over a period of twelve consecutive months starting on October 1st and ending on September 30th of

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the subsequent year, higher than EUR 1,000,000. The ordinary shares are principally qualifying securities for the purposes of this tax.

The tax due is limited to 10% on the difference between the taxable amount and the aforementioned cap of EUR 1,000,000. This cap is assessed per securities account (irrespective whether the account is held in Belgium or abroad) and involves Belgian as well as foreign securities accounts held by Belgian residents. Securities held by non-residents only fall within the scope of the annual tax on securities accounts provided they are held on securities accounts with a financial intermediary established or located in Belgium. Note that pursuant to certain double tax treaties, Belgium has no right to tax capital. Hence, to the extent that the annual tax on securities accounts is viewed as a tax on capital within the meaning of these double tax treaties, treaty override may, subject to certain conditions, be claimed. Belgian establishments from non-residents are however treated as Belgian residents for purposes of the annual tax on securities accounts so that both Belgian and foreign securities accounts fall within the scope of this tax.

The annual tax on securities accounts is in principle due by the financial intermediary established or located in Belgium. Otherwise, the annual tax on securities accounts needs to be declared and is due by the holder of the securities accounts itself, unless the holder provides evidence that the annual tax on securities accounts has already been withheld, declared and paid by an intermediary which is not established or located in Belgium. In that respect, intermediaries located or established outside of Belgium could appoint an annual tax on securities accounts representative in Belgium. Such a representative is then liable towards the Belgian Treasury (“Thesaurie”/”Trésorerie”) for the annual tax on securities accounts due and for complying with certain reporting obligations in that respect. If the holder of the securities accounts itself is liable for reporting obligations (e.g. when a Belgian resident holds a securities account abroad with an average value higher than EUR 1,000,000), the deadline for filing the tax return for the annual tax on securities accounts corresponds with the deadline for filing the annual tax return for personal income tax purposes electronically, irrespective whether the Belgian resident is an individual or a legal entity. In the latter case, the annual tax on securities accounts must be paid by the tax payer on 31 August of the year following the year on which the tax was calculated, at the latest.

As a general rule, no annual tax on securities accounts is due provided that the average value of the securities account is less than EUR 1,000,000.

Please note that the annual tax on securities accounts contains several (specific) anti-abuse provisions that intend to remediate tax avoidance (e.g. conversion of qualifying financial instruments to non-qualifying financial instruments (such as nominative shares) or splitting an existing securities account into several securities accounts in order to avoid reaching the cap of EUR 1,000,000 on the relevant securities account).

Investors should consult their own professional advisors in relation to the annual tax on securities accounts.

Belgian tax on stock exchange transactions

The purchase and the sale and any other acquisition or transfer for consideration of existing ordinary shares (secondary market transactions) is subject to the Belgian tax on stock exchange transactions “taks op de beursverrichtingen” / “taxe sur les opérations de bourse” if (i) it is executed in Belgium through a professional intermediary, or (ii) deemed to be executed in Belgium, which is the case if the order is directly or indirectly made to a professional intermediary established outside of Belgium, either by private individuals with habitual residence in Belgium, or legal entities for the account of their seat or establishment in Belgium (both referred to as a “Belgian Investor”). The tax on stock exchange transactions is not due upon the issuance of new ordinary shares (primary market transactions).

The tax on stock exchange transactions is levied at a rate of 0.35% of the purchase price, capped at EUR 1,600 per transaction and per party.

A separate tax is due by each party to the transaction, and both taxes are collected by the professional intermediary. However, if the intermediary is established outside of Belgium, the tax will in principle be due by the Belgian Investor, unless that Belgian Investor can demonstrate that the tax has already been paid. Professional intermediaries established outside of Belgium can, subject to certain conditions and formalities, appoint a Belgian stock exchange tax representative (Stock Exchange Tax Representative), which will be liable for the tax on stock exchange transactions in respect of the transactions executed through the professional intermediary. If such a Stock Exchange Tax Representative would have paid the tax on stock exchange transactions due, the Belgian Investor will, as per the above, no longer be the debtor of the tax on stock exchange transaction.

No tax on stock exchange transactions is due on transactions entered into by the following parties, provided they are acting for their own account: (i) professional intermediaries described in Article 2.9° and 10° of the Belgian Law of 2 August 2002 on the supervision of the financial sector and financial services; (ii) insurance companies defined in Article 5 of the Belgian Law of March 13, 2016 on the status and supervision of insurance companies and reinsurance companies; (iii) pension

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institutions referred to in Article 2,1° of the Belgian Law of October 27, 2006 concerning the supervision of pension institutions; (iv) undertakings for collective investment; (v) regulated real estate companies; and (vi) Belgian non-residents provided they deliver a certificate to their financial intermediary in Belgium confirming their non-resident status.

Application of the tonnage tax regime to the Company

The Belgian Ministry of Finance approved our application on October 23, 2013 for beneficial tax treatment of certain of our vessel operations income.

Under this Belgian tax regime, our taxable basis is determined on a lump-sum basis (Tonnage Tax Regime - An alternative way of calculating taxable income of operating qualifying ships. Taxable profits are calculated by reference to the net tonnage of the qualifying vessels a company operates, independent of the actual earnings (profit or loss) for Belgian corporate income tax purposes). This tonnage tax regime was initially granted for 10 years and was renewed for an additional 10-year period in 2013.

We cannot assure the Company will be able to continue to take advantage of these tax benefits in the future or that the Belgian Ministry of Finance will approve the Company’s future applications. Changes to the tax regimes applicable to the Company, or the interpretation thereof, may impact the future net results of the Company.

Other income tax considerations

In addition to the income tax consequences discussed above, the Company may be subject to tax in one or more other jurisdictions where the Company conducts activities. The amount of any such tax imposed upon our operations may be material.

The proposed Financial Transaction Tax (FTT)

On February 14, 2013 the EU Commission adopted a Draft Directive on a common Financial Transaction Tax (FTT). Earlier negotiations for a common transaction tax among all 28 EU Member States had failed. The current negotiations between Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain (the "Participating Member States") are seeking a compromise under “enhanced cooperation” rules, which require consensus from at least nine nations. Earlier Estonia dropped out of the negotiations by declaring it would not introduce the FTT.

The Draft Directive currently stipulates that once the FTT enters into force, the Participating Member States shall not maintain or introduce taxes on financial transactions other than the FTT (or VAT as provided in the Council Directive 2006/112/EC of November 28, 2006 on the common system of value added tax). For Belgium, the tax on stock exchange transactions should thus be abolished once the FTT enters into force.

However, the Draft Directive on the FTT remains subject to negotiations between the Participating Member States. It may therefore be altered prior to any implementation, of which the eventual timing and outcome remains unclear. Additional EU Member States may decide to participate or drop out of the negotiations. If the number of Participating Member States would fall below nine, it would put an end to the project.

In June 2016, the Participating Member States declared that they would continue their efforts in the second half of the year but since then the negotiating parties have not been successful in reaching an agreement. The FTT was at a standstill but yet renewed discussions between the Participating Member States took place in May and June 2019.

The Portuguese Presidency decided to relaunch discussions between the Member States. A key objective of the Portuguese Presidency is to explore ways for a possible consensus on an efficient FTT design model including reassessment of the views of participating and non-participating Member States taking into account the current context. In February 2021, a discussion on the FTT took place in the Working Party on Tax Questions.

Prospective investors should consult their own professional advisors in relation to the FTT.

F.          Dividends and paying agents.

Not applicable.

G.          Statement by experts.

Not applicable.

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H.          Documents on display.

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.euronav.com.  This web address is provided as an inactive textual reference only.  Information contained on our website does not constitute part of this annual report.

Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:

Euronav NV, De Gerlachekaai 20, 2000 Antwerpen, Belgium,

Telephone: +32 3 247 44 11

I.          Subsidiary Information

Not applicable.

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ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured and unsecured credit facilities. Amounts borrowed under the credit facilities bear interest at a rate equal to LIBOR plus a margin. Increasing interest rates could affect our future profitability. In certain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. A one percent increase in LIBOR would have increased our interest expense for the year ended December 31, 2021 by approximately $13.2 million ($7.6 million in 2020).

We are exposed to currency risk related to our operating expenses and treasury notes expressed in euros. In 2021, about 13.9% of the total operating expenses were incurred in euros (2020: 14.4%). Revenue and the financial instruments are expressed in U.S. dollars only. A 10 percent strengthening of the Euro against the dollar at December 31, 2021 would have decreased our profit or loss by $9.6 million (2020: $10.4 million). A 10 percent weakening of the euro against the dollar at December 31, 2021 would have had the equal but opposite effect.

We are exposed to credit risk from our operating activities (primarily for loans and guarantees extended to our joint ventures as part of the investing activities, trade receivables, and available liquidity under our credit revolving facilities) and from our financing activities, including credit risk related to undrawn portions of our facilities and deposits with banks and financial institutions. We seek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on the rating agency, Standard & Poor's Financial Services LLC.

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows. A significant portion of our vessels are currently exposed to the spot market. Every increase (decrease) of $1,000 on a spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by $21.3 million in 2021 (2020: $19.6 million).

For further information, please see Note 19 to our consolidated financial statements included herein.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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PART II

ITEM 13.    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.    CONTROLS AND PROCEDURES

A.Disclosure of controls and procedures.

We evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

B. Management's annual report on internal control over financial reporting.

In accordance with Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act, the management of the Company is responsible for the establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. The Company's system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management has performed an assessment of the effectiveness of the Company's internal controls over financial reporting as of December 31, 2021 based on the provisions of Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in 2013. Based on our assessment, management determined that the Company's internal controls over financial reporting were effective as of December 31, 2021 based on the criteria in Internal Control—Integrated Framework issued by COSO (2013).

C. Attestation report of the registered public accounting firm.

The attestation report of the registered public accounting firm is presented on page F-2 of the financial statements as filed as part of this annual report.

D. Changes in internal control over financial reporting.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

In accordance with the rules of the NYSE, the U.S. exchange on which our ordinary shares are listed, we have appointed an audit committee, referred to as Audit and Risk Committee, whose members as of December 31, 2021 are Ms. Monsellato, as Chairman, Mr. Steen, and Ms. Odedra.

142

Our Supervisory Board has determined that Ms. Monsellato is an audit committee financial expert, as such term is defined under U.S. securities laws, and independent, as such term is defined under the U.S. securities laws and the NYSE rules and regulations.

ITEM 16B.    CODE OF ETHICS

We have adopted a code of conduct that applies to our directors, officers, employees and certain persons performing similar functions. A copy of our code of conduct is available on our website at www.euronav.com.  We will also provide a hard copy of our code of conduct free of charge upon written request of a shareholder.

Shareholders may also request a copy of our code of conduct at no cost, by writing or telephoning us at the following address:

Euronav NV, De Gerlachekaai 20, 2000 Antwerpen, Belgium,

Telephone: +32 3 247 44 11

143

ITEM 16C.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Our principal accountants for the years ended December 31, 2021 and 2020 were KPMG Bedrijfsrevisoren—Réviseurs d' Entreprises BV/SRL (KPMG) (PCAOB ID:1050), located at Luchthaven Brussel Nationaal 1K, Zaventem, B1930, Belgium. The following table sets forth the fees related to audit, tax and other services provided by KPMG.

The following table sets forth the fees related to audit, tax and other services provided by KPMG.

(in U.S. dollars)	December 31, 2021	December 31, 2020
Audit fees	965,078	1,004,738
Audit-related fees	60,209	56,839
Taxation fees	736	798
All other fees	20,104	19,634
Total	1,046,127	1,082,009

Audit Fees

Audit fees are fees billed for the audit of our annual financial statements or for services that are normally provided by our independent audit firms in connection with our statutory and regulatory filings and engagements (as applicable) services that provide assurance on the fair presentation of financial statements and generally encompass the following specific elements:

•An audit opinion on our consolidated financial statements;

•An audit opinion on the statutory financial statements of individual companies within our consolidated group of companies, where legally required;

•A review opinion on interim financial statements; and

•In general, any opinion assigned to the statutory auditor by local legislation or regulations.

Audit-Related Fees

Audit-related fees are fees not included in Audit Fees for assurance or other related work traditionally provided to us by our independent external audit firms in their role as statutory auditors and which are reasonably related to the performance of the audit or review of our financial statements. These services generally include, among others, audits of employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services related to financial reporting that are not required by statute or regulation, work performed in connection with registration statements such as due diligence procedures or issuances of comfort letters and consultation concerning financial accounting and reporting standards. usually result in a certification or specific opinion on an investigation or specific procedures applied, and include opinion/audit reports on information provided by us at the request of a third party (for example, prospectuses, comfort letters). More specifically the audit-related services for Euronav are related to issuance of a limited assurance report by the statutory auditor on a statement of assets and liabilities of Euronav NV in the context of the payment of an interim dividend — Pursuant to Article 7:213 of the Belgian Code of Companies and Associations (CCA), and under the conditions set forth in the CCA, and in 2021 to issuance of a contribution in kind report in accordance with art. 7:197 of the CCA in the context of the reorganization of the shipping activities.

Tax Fees

Tax fees in 2021 and 2020 were related to tax compliance services.

All other Fees

The other fees in 2021 are related to services in connection with an Agreed upon Procedures engagement on the overview of Euronav NV group entities for Euronav NV in the context of obtaining a 50% guarantee from PMV on the, at the time, to be renewed Revolving Credit Facility with KBC Bank NV. The remaining other fees in 2021 and 2020 are related to services in connection with EMIR Agreed upon Procedures support.

144

ITEM 16D.    EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16E.    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

None

ITEM 16F.    CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

None.

ITEM 16G.    CORPORATE GOVERNANCE

Pursuant to an exception for foreign private issuers, we, as a Belgian company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE rules and regulations.  Set forth below is a list of what we believe to be the significant differences between our corporate governance practices and those applicable to U.S. companies under the NYSE rules and regulations.

Independence of Directors.   

The NYSE requires that a U.S. listed company maintain a majority of independent directors. Our Supervisory Board currently consists of five members, all of which are considered "independent" according to NYSE's standards for independence. However, as permitted under Belgian law, our Supervisory Board may in the future not consist of a majority of independent members. 

Executive Sessions.

The NYSE requires that Supervisory Board Members meet regularly in executive sessions without presence of the Management Board. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Belgian law, closed sessions of our Supervisory Board may comprise both independent and non-independent Supervisory Board members. However, as our Supervisory Board currently consists of all "independent" members, we are in line with the aforementioned NYSE's practice.

Compensation Committee and Nominating/Corporate Governance Committee.   

The NYSE requires that a listed U.S. company have a compensation committee and a nominating/corporate governance committee of independent directors. The Company's Corporate Governance and Nomination Committee, as well as the Remuneration Committee, currently consist entirely of independent members. In accordance with Belgian corporate law and corporate governance standards, both Committees must at all times maintain a majority of independent members (in accordance with Belgian independence standards).

Audit Committee.   

The NYSE requires, among other things, that a listed U.S. company have an audit committee comprised of a minimum of three directors, who are all independent. Under Belgian law, our Audit and Risk Committee need not be comprised of three entirely independent members, but it must at all times count among its members at least one independent member (in accordance with Belgian independence standards). Although we are not required to do so under the NYSE rules and Rule 10A-3 under the Exchange Act, our Audit and Risk Committee is currently comprised of three independent members in accordance with the Exchange Act and NYSE rules as well as according to Belgian independence standards.

Corporate Governance Guidelines.   

The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines, but we have adopted a corporate governance charter in compliance with Belgian law requirements.

Shareholder Approval of Securities Issuances.

145

The NYSE requires that a listed U.S. company obtain the approval of its shareholders prior to issuances of securities under certain circumstances. In lieu of this requirement, we have elected to follow applicable practices under the laws of Belgium for authorizing issuances of securities.

Proxies.

As a foreign private issuer, we are not required to solicit proxies or provide proxy statements in connection with meetings of the Company’s shareholders as required by U.S. companies under the NYSE listing rules and regulations. As provided in our Coordinated Articles of Association, the designation of a proxy holder by a shareholder will occur as stated in the convening notice for the respective meeting of shareholders. The Supervisory Board of the Company may decide on the form of the proxies and may stipulate that the same be deposited at the place it indicates, within the period it fixes and that no other forms will be accepted.

Information about our corporate governance practices may also be found on our website, http://www.euronav.com, in the section "Investors" under "Corporate Governance." The information contained on our website does not form a part of this annual report.

ITEM 16H.    MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

146

PART III

ITEM 17.    FINANCIAL STATEMENTS

See "Item 18. Financial Statements."

ITEM 18.    FINANCIAL STATEMENTS

The financial statements, together with the report of KPMG Bedrijfsrevisoren—Réviseurs d'Entreprises BV/SRL (KPMG) thereon, are set forth on page F-2 and are filed as a part of this report.

147

ITEM 19.    EXHIBITS

Exhibit Number	Description
1.1	Coordinated Articles of Association
2.1	Form of Ordinary Share Certificate (1)
2.2	Description of Securities
4.1	Euronav NV Stock Option Plan, dated December 16, 2013 (1)
4.2	$200 Million Senior Secured Credit Facility, dated September 7, 2018 (8)
4.3	$700 Million Senior Secured Credit Facility, dated August 28, 2019 (9)
4.4	$750.0 Million Senior Secured Credit Facility, dated August 19, 2015 (3)
4.5	Nordic Bond Tap Issue Addendum (9)
4.6	$409.5 Million Senior Secured Credit Facility, dated December 16, 2016. (4)
4.7	Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated January 19, 2018 (8)
4.8	2017 Long Term Incentive Plan (4)
4.9	Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated November 12, 2018 (8)
4.10	Side Letter to Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated January 4, 2019 (8)
4.11	Supplemental Agreement to a $409.5 Million Senior Secured Credit Facility, dated February 7, 2019 (8)
4.12	Supplemental Agreement to a $173.5 Million Senior Secured Credit Facility, dated August 7, 2018 (8)
4.13	Supplemental Letter Relating to the $750.0 Million Secured Loan Facility, dated August 30, 2016 (4)
4.14	Co-ordination Deed relating to a $173.5 Million Senior Secured Credit Facility, dated August 9, 2018 (8)
4.15	Notification Letter relating to a €150 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated October 1, 2018 (8)
4.16	Dealer Accession Letter relating to a €150 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated October 1, 2018 (8)
4.17	$108.5 Million Senior Secured Credit Facility, dated April 25, 2017 (6)
4.18	Dealer Agreement Relating to a €50 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated June 6, 2017 (6)
4.19	Domiciliary Agency Agreement, dated June 6, 2017 (6)

F-

148

4.20	Service Contract Concerning the Issue of Dematerialized Treasury Certificates and Certificates of Deposit, dated June 2, 2017 (6)
4.21	Bond Terms for a Senior Unsecured Bond Issue, dated May 30, 2017 (6)
4.22	Agreement regarding the Bond Trustee’s Fees, dated May 30, 2017 (6)
4.23	2018 Long Term Incentive Plan (7)
4.24	$173.5 Million Senior Secured Credit Facility, dated March 22, 2018 (7)
4.25	$220 Million Senior Secured Credit Facility, dated March 29, 2018 (7)
4.26	Guarantee, dated March 29, 2018, Relating to $220 Million Senior Secured Credit Facility dated March 29, 2018 (7)
4.27	Supplemental Dealer Agreement relating to a €150 Million Belgian Multi-Currency Short-Term Treasury Notes Programme, dated October 1, 2018 (8)
4.28	2018 Transaction Based Incentive Plan (8)
4.29	Side Letter to Supplemental Letter No. 2 dated 4 January 2019 in respect of the change of ownership of m/t “NAUTIC” (renamed “NAUTICA” upon her transfer from the Marshall Islands to the Liberian flag and change of her ownership) from EURONAV TANKERS NV to EURONAV NV (9)
4.30	2019 Longterm Incentive Plan (9)
4.31	2020 Longterm Incentive Plan (9)
4.32	Supplemental Letter No. 3 dated 7 February 2019 in respect of the change of ownership of m/t “SARA” from EURONAV TANKERS NV to EURONAV NV (9)
4.33	Supplemental Letter No. 4 dated 3 May 2019 in respect of the change of ownership of m/t “SANDRA” from EURONAV TANKERS NV to EURONAV NV (9)
4.34	Supplemental Letter No. 5 dated 23 May 2019 in respect of the change of flag of m/t “SIMONE” from Belgian to French flag (9)
4.35	$100 Million Secured Revolving Credit Facility, dated 27 June 2019 (9)
4.36	$713 Million Secured Revolving Credit Facility, dated 11 September 2020 (10)
4.37	Long term incentive plan 2021
4.38	$80 Million Revolving Credit Facility Agreement, dated April 7, 2021
4.39	Bond Terms for a Senior Unsecured Bond Issue, dated September 10, 2021
4.40	$73.45 Million Term Loan Facility, dated December 2, 2021
8.1	List of subsidiaries and joint ventures

F-

149

11.1	Code of Conduct
12.1	Rule 13a-14(a)/15d-14(a) Certification of  Principal Executive Officer
12.2	Rule 13a-14(a)/15d-14(a) Certification of  Principal Financial Officer
13.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
13.2	Certification of  Principal Financial Officer pursuant to 18 U.S.C. Section 1350
15.1	Consent of Drewry Shipping Consultants Ltd.
15.2	Consent of Energy Maritime Associates
15.3	Consent of Independent Registered Public Accounting Firm
15.4	Consent of Seward & Kissel LLP
101	The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2021, formatted in Extensible Business Reporting Language (XBRL):
	(1) Consolidated Statement of Financial Position as of December 31, 2021, 2020 and 2019
	(2) Consolidated Statement of Profit or Loss for the years ended December 31, 2021, 2020 and 2019
	(3) Consolidated Statement of Comprehensive Income as of December 31, 2021, 2020 and 2019
	(4) Consolidated Statements of Changes in Equity as of December 31, 2021, 2020 and 2019
	(5) Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
	(6) Notes to the Consolidated Financial Statements.

(1)Filed as an exhibit to the Company's Registration Statement on Form F-1, Registration No. 333-198625 and incorporated by reference herein.

(2)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2014 and incorporated by reference herein.

(3)Filed as an exhibit to the Company's Annual Report on Form 20-F for the year ended December 31, 2015 and incorporated by reference herein.

(4)Filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2016 and incorporated by reference herein.

(5)Filed as an exhibit to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on December 22, 2017 and incorporated by reference herein.

(6)Filed as an exhibit to the Company's Registration Statement on Form F-4, Registration No. 333-223039 and incorporated by reference herein.

(7)Filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2017 and incorporated by reference herein.

(8)Filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2018 and incorporated by reference herein.

(9)Filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 and incorporated by reference herein.

(10)Filed as an exhibit to the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 and incorporated by reference herein.

F-

150

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	EURONAV NV
	By:	/s/ Lieve Logghe
		Name:  Lieve Logghe Title:    Chief Financial Officer
Date: April 14, 2022

F-

151

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statement of Financial Position as of December 31, 2021 and 2020	F-5
Consolidated Statement of Profit or Loss for the years ended December 31, 2021, 2020 and 2019	F-7
Consolidated Statement of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019	F-8
Consolidated Statement of Changes in Equity for the years ended December 31, 2021, 2020 and 2019	F-9
Consolidated Statement of Cash Flows for the years ended December 31, 2021, 2020 and 2019	F-11
Notes to the Consolidated Financial Statements	F-12

F-1

Table of contents EURONAV NV

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

Euronav NV:

Opinions on the consolidated financial statements and internal control over financial reporting

We have audited the accompanying consolidated statement of financial position of Euronav NV and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

F-2

Table of contents EURONAV NV

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of impairment indicators and carrying value for vessels in the Tankers segment

As discussed in Note 2 to the consolidated financial statements, the net carrying value of vessels in the Tankers segment (vessels and vessels in assets under construction and in right of use assets) as of December 31, 2021 was $3.2 billion, representing 84% of the Group’s total assets. As discussed in Note 1 and Note 8, at each reporting date, the Group evaluates the carrying value of vessels for impairment at the level of the cash generating unit (CGU), by identifying events or changes in circumstances that indicate the carrying value of these CGUs may not be recoverable. The Group identified two impairment indicators for its CGU’s included in the Tankers segment: (1) a further decline in market rates and (2) a net operating loss as of the year ended December 31, 2021. The Group subsequently performed its annual impairment tests for each CGU in its Tankers segment, considering management’s estimates and assumptions such as vessel values, expected future charter rates, earnings from the vessels, forecasted vessel operating expenses, weighted average cost of capital (WACC) and economic life of vessels. The Group concluded that the recoverable amount (value in use - VIU) of each defined CGU in its Tankers segment exceeded the CGU’s carrying value as of December 31, 2021 and consequently, that no impairment loss needed to be recorded as of December 31, 2021.

We identified the assessment of impairment indicators and carrying value of vessels included in the Tankers segment as a critical audit matter. The Group's evaluation of the existence of impairment indicators considers both internal and external data, such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used. The assessment of the impact of these indicators on each CGU requires a high degree of auditor judgment. This is due to the existence of unobservable information and the unpredictability of global macroeconomic and geopolitical conditions affecting freight rates over the CGU’s useful life. There is also a high degree of auditor judgment involved in evaluating certain key assumptions such as the WACC, expected future charter rates and forecasted vessel operating expenses applied in determining the VIU of the vessels.

The primary procedures we performed to address this critical audit matter included the following:

•We evaluated the design and tested the operating effectiveness of certain internal controls related to the vessel impairment process. This included controls related to the assessment of the impact of internal and external impairment indicators, such as vessel and crude oil supply and demand trends and changes in the extent and manner in which vessels are expected to be used. This also included controls related to certain key assumptions used by management in determining the VIU of the vessels, such as the WACC, expected future charter rates and forecasted vessel operating expenses;

•We evaluated the information and assumptions used by the Group in its assessment of the existence of impairment indicators by comparing information such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used, to historical information, external third-party information such as brokers’ reports and other industry data as well as to internal data;

•We evaluated the Group’s VIU calculations for each CGU included in the Tankers segment by comparing the assumptions used by the Group with our knowledge of the Group’s business and the industry in which it operates, the Group’s future, current and historical charter rates and vessel operating expenses, third-party industry publications for conventional tankers with similar characteristics and other available observable market information;

•We evaluated the recoverability of the carrying value of each CGU in the Tankers segment by comparing to the average value of two independent broker values;

•We performed a retrospective comparison of historical expected charter rates and vessel operating expenses used in the Group’s VIU calculations to actual charter rates and vessel operating expenses incurred by the Group in prior years;

•We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the reasonableness of the WACC by developing a range of rates and comparing this to the WACC used by the Group; and

•We performed sensitivity analyses on the WACC and the future charter rates used by the Group to assess the impact of changes to the assumptions, and assess whether there were any indications of management bias in the selection of these assumptions.

F-3

Table of contents EURONAV NV

/s/ Herwig Florent Henri Carmans

KPMG Bedrijfsrevisoren BV/Réviseurs d’Entreprises SRL

We have served as the Company’s auditor since 2004.

Zaventem, Belgium    

April 14, 2022

F-4

Consolidated Statement of Financial Position

(in thousands of USD)

	December 31, 2021	December 31, 2020
ASSETS
Non-current assets
Vessels (Note 8)	2,967,787	2,865,308
Assets under construction (Note 8)	181,293	207,069
Right-of-use assets (Note 8)	29,001	52,955
Other tangible assets (Note 8)	1,218	1,759
Intangible assets	186	161
Receivables (Note 10)	55,639	55,054
Investments in equity accounted investees (Note 25)	72,446	51,703
Deferred tax assets (Note 9)	1,546	1,357
Total non-current assets	3,309,116	3,235,366
Current assets
Bunker inventory (Note 11)	69,035	75,780
Trade and other receivables  (Note 12)	237,745	214,479
Current tax assets	99	136
Cash and cash equivalents (Note 13)	152,528	161,478
Total current assets	459,407	451,873
TOTAL ASSETS	3,768,523	3,687,239
EQUITY and LIABILITIES
Equity
Share capital (Note 14)	239,148	239,148
Share premium (Note 14)	1,702,549	1,702,549
Translation reserve	453	935
Hedging reserve (Note 14)	2,396	(7,456)
Treasury shares (Note 14)	(164,104)	(164,104)
Retained earnings	180,140	540,714
Equity attributable to owners of the Company	1,960,582	2,311,786
Non-current liabilities
Bank loans (Note 16)	1,175,835	836,318
Other notes (Note 16)	196,895	198,279
Other borrowings (Note 16)	86,198	100,056
Lease liabilities (Note 16)	16,759	21,172
Other payables (Note 18)	3,490	6,893
Employee benefits (Note 17)	6,839	7,987
Provisions (Note 21)	892	1,154
Total non-current liabilities	1,486,908	1,171,859
Current liabilities
Trade and other payables (Note 18)	83,912	85,150
Current tax liabilities	366	629
Bank loans (Note 16)	29,313	20,542
Other notes (Note 16)	67,025	—
Other borrowings (Note 16)	117,863	51,297
Lease liabilities (Note 16)	22,292	45,749
Provisions (Note 21)	262	227

F-5

Consolidated Statement of Financial Position

(in thousands of USD)

Total current liabilities	321,033	203,594
TOTAL EQUITY and LIABILITIES	3,768,523	3,687,239

The accompanying notes on page F-12 to F-111 are an integral part of these consolidated financial statements.

F-6

Consolidated Statement of Profit or Loss

(in thousands of USD except per share amounts)

	2021	2020 (revised)*	2019 (revised)*
	Jan. 1 - Dec 31, 2021	Jan. 1 - Dec 31, 2020	Jan. 1 - Dec 31, 2019
Shipping income
Revenue (Note 4)	419,770	1,210,341	914,711
Gains on disposal of vessels/other tangible assets (Note 8)	15,068	22,728	14,879
Other operating income (Note 4)	10,255	10,112	10,094
Total shipping income	445,093	1,243,181	939,684
Operating expenses
Voyage expenses and commissions (Note 5)	(118,808)	(125,430)	(144,681)
Vessel operating expenses (Note 5)	(220,706)	(218,390)	(218,504)
Charter hire expenses (Note 5)	(9,750)	(7,954)	(604)
Loss on disposal of vessels/other tangible assets (Note 8)	—	(1)	(75)
Depreciation tangible assets (Note 8)	(344,904)	(319,652)	(337,646)
Depreciation intangible assets	(90)	(99)	(56)
General and administrative expenses (Note 5)	(32,408)	(37,333)	(42,515)
Total operating expenses	(726,666)	(708,859)	(744,081)
RESULT FROM OPERATING ACTIVITIES	(281,573)	534,322	195,603
Finance income (Note 6)	14,934	21,496	20,572
Finance expenses (Note 6)	(95,541)	(91,553)	(119,803)
Net finance expenses	(80,607)	(70,057)	(99,231)
Share of profit (loss) of equity accounted investees (net of income tax) (Note 25)	22,976	10,917	16,460
PROFIT (LOSS) BEFORE INCOME TAX	(339,204)	475,182	112,832
Income tax benefit (expense) (Note 7)	427	(1,944)	(602)
PROFIT (LOSS) FOR THE PERIOD	(338,777)	473,238	112,230
Attributable to:
Owners of the company	(338,777)	473,238	112,230
Basic earnings per share (Note 15)	(1.68)	2.25	0.52
Diluted earnings per share (Note 15)	(1.68)	2.25	0.52
Weighted average number of shares (basic) (Note 15)	201,677,981	210,193,707	216,029,171
Weighted average number of shares (diluted) (Note 15)	201,773,240	210,206,403	216,029,171

* In order to improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost elements without impact on the profit (loss) for the period. These changes have been adopted in 2021 to improve comparability within the sector. They have been applied retrospectively and comparative information has been revised. Please refer to Note 1.6 for further details.

The accompanying notes on page F-12 to F-111 are an integral part of these consolidated financial statements.

F-7

Consolidated Statement of Comprehensive Income

(in thousands of USD)

	2021	2020	2019
	Jan. 1 - Dec 31, 2021	Jan. 1 - Dec 31, 2020	Jan. 1 - Dec 31, 2019
Profit/(loss) for the period	(338,777)	473,238	112,230
Other comprehensive income (expense), net of tax
Items that will never be reclassified to profit or loss:
Remeasurements of the defined benefit liability (asset) (Note 17)	1,453	(97)	(1,223)
Items that are or may be reclassified to profit or loss:
Foreign currency translation differences (Note 6)	(482)	636	(112)
Cash flow hedges - effective portion of changes in fair value (Note 14)	9,852	(2,873)	(1,885)
Equity-accounted investees - share of other comprehensive income (Note 25)	951	(2)	(720)
Other comprehensive income (expense), net of tax	11,774	(2,336)	(3,940)
Total comprehensive income (expense) for the period	(327,003)	470,902	108,290
Attributable to:
Owners of the company	(327,003)	470,902	108,290

The accompanying notes on page F-12 to F-111 are an integral part of these consolidated financial statements.

F-8

Consolidated Statement of Changes in Equity

(in thousands of USD)

	Share capital	Share premium	Translation reserve	Hedging reserve	Treasury shares	Retained earnings	Total equity
Balance at January 1, 2019 *	239,148	1,702,549	411	(2,698)	(14,651)	335,764	2,260,523
Profit (loss) for the period	—	—	—	—	—	112,230	112,230
Total other comprehensive income	—	—	(112)	(1,885)	—	(1,943)	(3,940)
Total comprehensive income	—	—	(112)	(1,885)	—	110,287	108,290
Transactions with owners of the company
Dividends to equity holders	—	—	—	—	—	(25,993)	(25,993)
Treasury shares acquired (Note 14)	—	—	—	—	(30,965)	—	(30,965)
Total transactions with owners	—	—	—	—	(30,965)	(25,993)	(56,958)
Balance at December 31, 2019	239,148	1,702,549	299	(4,583)	(45,616)	420,058	2,311,855
Balance at January 1, 2020	239,148	1,702,549	299	(4,583)	(45,616)	420,058	2,311,855
Profit (loss) for the period	—	—	—	—	—	473,238	473,238
Total other comprehensive income	—	—	636	(2,873)	—	(99)	(2,336)
Total comprehensive income	—	—	636	(2,873)	—	473,139	470,902
Transactions with owners of the company
Dividends to equity holders (Note 14)	—	—	—	—	—	(352,483)	(352,483)
Treasury shares acquired (Note 14)	—	—	—	—	(118,488)	—	(118,488)
Total transactions with owners	—	—	—	—	(118,488)	(352,483)	(470,971)
Balance at December 31, 2020	239,148	1,702,549	935	(7,456)	(164,104)	540,714	2,311,786

Consolidated Statement of Changes in Equity (Continued)

(in thousands of USD)

F-9

	Share capital	Share premium	Translation reserve	Hedging reserve	Treasury shares	Retained earnings	Total equity
Balance at January 1, 2021	239,148	1,702,549	935	(7,456)	(164,104)	540,714	2,311,786
Profit (loss) for the period	—	—	—	—	—	(338,777)	(338,777)
Total other comprehensive income / (expense)	—	—	(482)	9,852	—	2,404	11,774
Total comprehensive income / (expense)	—	—	(482)	9,852	—	(336,373)	(327,003)
Transactions with owners of the company
Dividends to equity holders (Note 14)	—	—	—	—	—	(24,201)	(24,201)
Total transactions with owners	—	—	—	—	—	(24,201)	(24,201)
Balance at December 31, 2021	239,148	1,702,549	453	2,396	(164,104)	180,140	1,960,582

* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated.

The accompanying notes on page F-12 to F-111 are an integral part of these consolidated financial statements.

F-10

Consolidated Statement of Cash Flows

(in thousands of USD)

	2021	2020	2019
	Jan. 1 - Dec 31, 2021	Jan. 1 - Dec 31, 2020	Jan. 1 - Dec 31, 2019
Cash flows from operating activities
Profit (loss) for the period	(338,777)	473,238	112,230
Adjustments for:	386,903	357,720	405,823
Depreciation of tangible assets (Note 8)	344,904	319,652	337,646
Depreciation of intangible assets	90	99	56
Provisions	(227)	(388)	(448)
Income tax (benefits)/expenses (Note 7)	(427)	1,944	602
Share of profit of equity-accounted investees, net of tax (Note 25)	(22,976)	(10,917)	(16,460)
Net finance expenses (Note 6)	80,607	70,057	99,231
(Gain)/loss on disposal of assets (Note 8)	(15,068)	(22,727)	(14,804)
Changes in working capital requirements	(20,504)	180,576	(165,419)
Change in cash guarantees (Note 10)	8	(12,339)	(34)
Change in inventory (Note 11)	6,745	107,602	(161,121)
Change in receivables from contracts with customers (Note 12)	(25,485)	85,830	(41,001)
Change in accrued income (Note 12)	(331)	12,667	(3,051)
Change in deferred charges and fulfillment costs (Note 12)	(1,285)	(263)	(2,078)
Change in other receivables (Note 10 and 12)	4,070	(3,826)	22,393
Change in trade payables (Note 18)	(1,215)	4,490	6,471
Change in accrued payroll (Note 18)	(3,689)	2,536	(2,282)
Change in accrued expenses (Note 18)	2,698	(10,675)	3,473
Change in deferred income (Note 18)	(5,594)	(4,645)	10,028
Change in other payables (Note 18)	2,953	(148)	(806)
Change in provisions for employee benefits (Note 17)	621	(653)	2,589
Income taxes paid during the period	12	78	(993)
Interest paid (Note 6-19)	(60,999)	(56,084)	(98,852)
Interest received (Note 6-12)	3,425	6,723	6,602
Dividends received from equity-accounted investees (Note 25)	4,635	7,534	12,600
Net cash from (used in) operating activities	(25,305)	969,785	271,991
Acquisition of vessels (Note 8)	(413,062)	(224,904)	(7,024)
Proceeds from the sale of vessels (Note 8)	55,844	78,075	86,235
Acquisition of other tangible assets and prepayments (Note 8)	(142)	(285)	(1,015)
Acquisition of intangible assets	(115)	(221)	(14)
Proceeds from the sale of other (in)tangible assets (Note 8)	—	—	30
Loans from (to) related parties (Note 25)	2,242	26,443	(31,713)
Proceeds from sale (Purchase of) shares in equity-accounted investees (Note 25)	—	2,000	(4,000)
Lease payments received from finance leases	1,987	1,786	1,251
Net cash from (used in) investing activities	(353,246)	(117,106)	43,750
(Purchase of) Proceeds from sale of treasury shares (Note 14)	—	(118,488)	(30,965)
Proceeds from new borrowings (Note 16)	1,509,580	893,827	1,099,701
Repayment of borrowings (Note 16)	(726,032)	(994,989)	(1,318,398)
Repayment of commercial paper (Note 16)	(303,426)	(359,295)	—
(Repayment of) Proceeds from sale and leaseback (Note 16)	(22,667)	(22,853)	124,425
Repayment of lease liabilities (Note 16)	(54,928)	(37,779)	(30,214)
Transaction costs related to issue of loans and borrowings (Note 16)	(4,422)	(8,083)	(9,721)
Dividends paid (Note 14)	(24,212)	(352,041)	(26,015)
Net cash from (used in) financing activities	373,893	(999,701)	(191,187)
Net increase (decrease) in cash and cash equivalents	(4,658)	(147,022)	124,554
Net cash and cash equivalents at the beginning of the period (Note 13)	161,478	296,954	173,133
Effect of changes in exchange rates	(4,292)	11,546	(733)
Net cash and cash equivalents at the end of the period (Note 13)	152,528	161,478	296,954

The accompanying notes on page F-12 to F-111 are an integral part of these consolidated financial statements.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Notes to the consolidated financial statements for the year ended December 31, 2021

Note 25 - Equity-accounted investees

Note 26 - Major exchange rates

Note 27 - Subsequent events

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Note 1 - Significant accounting policies

1.    Reporting Entity

Euronav NV (the “Company”) is a company domiciled in Belgium. The address of the Company’s registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interests in associates and joint ventures.

Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. The Company was incorporated under the laws of Belgium on June 26, 2003, and grew out of three companies that had a strong presence in the shipping industry; Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name “Euronav” in 1989 when it was initially formed as the international tanker subsidiary of CNN. Euronav NV merged in 2018 with Gener8 Maritime, Inc, which became a wholly-owned subsidiary of Euronav NV. Through the merger Euronav NV has an operating fleet of more than 70 tankers and is a leading independent large crude tanker operator.

Euronav NV charters its vessels to leading international energy companies. The Company pursues a chartering strategy of primarily employing its vessels on the spot market, including through the Tankers International (TI) Pool and also under fixed-rate contracts and long-term time charters, which typically include a profit sharing component.

A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, the Company pays voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenues generated by the Company in the spot market are less predictable, the Company believes their exposure to this market provides them with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. The Company principally employs and commercially manages their VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other third-party shipowners with vessels of similar size and quality participate along with the Company. The Company participated in the formation of the TI Pool in 2000 to allow themselves and other TI Pool participants to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.

Time charters provide the Group with a fixed and stable cash flow for a known period of time. Time charters may help the Group mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. The Group may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. The Group may also enter into time charter contracts with profit sharing arrangements, which the Group believes will enable it to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.

The Group currently deploys its two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector.

2.    Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and as adopted by the European Union as of December 31, 2021.

Changes in significant accounting policies are described in policy 7. All accounting policies have been consistently applied for all periods presented in the consolidated financial statements unless disclosed otherwise.

The consolidated financial statements were authorized for issue by the Supervisory Board on April 14, 2022.

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3.    Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:

•Derivative financial instruments are measured at fair value

•Non-current assets held for sale are recognized at fair value less cost of disposal if it is lower than their carrying amount

4.    Functional and presentation currency

The consolidated financial statements are presented in USD, which is the Company's functional and presentation currency. All financial information presented in USD has been rounded to the nearest thousand except when otherwise indicated.

5.    Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets and liabilities, income and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

A.    Judgments

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:

•Note 8 - Impairment;

•Note 20 - Lease term: whether the Group is reasonably certain to exercise renewal, termination, purchase options.

B.    Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts in the next financial years is included in the following notes:

•Note 8 - Changes in depreciation policy: re-assessment in residual value of vessels under IFRS. Historically the depreciation policy at the Group has been to depreciate on a straight-line basis to nil value over twenty years. Periodically the Group assesses the merits of this policy considering facts and circumstances. As part of its 2021 review, the Group re-assessed its method for determining the residual value of its vessels, an accounting estimate, in accordance with its accounting policy. The Group considered its continued focus on sustainability, recent trends of the steel industry and the direction of the industry moving forward. Specifically, the Group considered the steel industry’s commitment to be carbon neutral in 2050 and the impact of this on scrap steel. Scrap steel is easily recoverable and infinitely recyclable and all scenarios leading to carbon neutrality in 2050 are likely to lead to an increased consumption of scrap steel as the use of scrap steel to produce finished products instead of metal ore results in reduced greenhouse gas emissions. The recycling of scrap steel obtained from end-of-life vessels also helps reduce air and water pollution. This indicates that there will likely be a continuous need for scrap steel.

The costs of recycling a vessel with due respect for the environment and the safety of the workers in specialized yards is challenging to forecast as regulations and good industry practice can dramatically change over time. However, the Group considered the recent trends of the steel industry and its impact on the outlook of future demand for scrap steel to be indicative of a residual value of its vessels after consideration of disposal costs. Last year’s recycling rates have reached unprecedented high value of over 600 USD per Light Displacement Tonnage (LDT). The Company, in its previous assessments, was of the view that by the time the vessels reach the end of their useful lives, their residual values would likely be the same as their disposal costs. This no longer appears to be

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the case and has led to a re-assessment by management, resulting in a residual value estimate of vessels from nil, net, to a residual value equal to the lightweight tonnage of each vessel multiplied by a forecast scrap value per ton less disposal costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments. The scrap value per ton is estimated by taking into consideration the historical four-year scrap market rate average, taking into account any significant impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments, which is updated annually at year-end. This re-assessment will apply prospectively as from December 31, 2021 onwards and has no significant impact in the 2021 accounts.

The impact on the consolidated statement of profit or loss for the year ending December 31, 2022 will be about $100 million lower depreciations based on the fleet composition as per December 31, 2021.

•Note 8 - Impairment test: key assumptions underlying the recoverable amount and in particular forecasted TCE, discount rates and residual value;

•Note 9 - Measurement of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized and

•    Note 20 - Leases: key assumptions underlying the lease liability and right-of-use asset, e.g. lease term, lease payments and estimate on residual value guarantee.

The significant assumptions and accounting estimates used to support the reported amounts of assets and liabilities, income and expenses were regularly reviewed, and if needed updated, during 2021. The main judgements, estimates and assumptions, which might be impacted by COVID-19, are:

•Note 8 – Impairment test: the carrying amount of the vessels is reviewed to determine whether an indication of impairment exists. No impairment is required as of December 31, 2021 as the recoverable amount of each CGU continues to be in excess of the carrying amounts.

•Bunkers on the Oceania and the vessels are valued at lower of cost or net realizable value. Positive EBITDA was realized in 2021 for our fleet and the Group expects for 2022 the same based on the forecasted TCE rates, the same as used in the impairment analysis.

•Allowance for expected credit losses: in accordance with IFRS 9, the group recognizes expected credit losses on trade receivables following the simplified approach. Lifetime expected losses are recognized for the trade receivables, excluding recoverable VAT amounts. Based on customer’s payment behavior, no significant additional allowances for expected credit losses were to be recognized as per December 31, 2021.

As the COVID-19 pandemic further evolves, potential changes in these views might occur in 2022.

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Group Audit and Risk Committee.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

•Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e.as prices) or indirectly (i.e. derived from prices).

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•Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

•Note 3 - Assets and liabilities held for sale and discontinued operations;

•Note 19 - Financial instruments and

•Note 23 - Share-based payment arrangements

6.    Reporting changes

To improve the relevancy of the accounting information of the consolidated statement of profit or loss, the Company has decided to reclassify certain cost elements. This voluntary change has been adopted in 2021 to improve comparability within the sector. Taking into consideration IAS 1 and IAS 8 the following reclassifications have taken place:

•TI administration fee paid has been reclassified out of general and administration expenses to revenue

•French Flag contribution received has been reclassified out of revenue to vessel operating expenses

•Ship management has been reclassified out of general and administration expenses to vessel operating expenses

These changes have been applied retrospectively for the last three years and comparative information has been revised:

For the year ended December 31, 2020 In thousands of USD	As previously reported	Adjustments	As revised
Revenue	1,230,750	(20,409)	1,210,341
Vessel operating expenses	(210,634)	(7,756)	(218,390)
General and administrative expenses	(65,498)	28,165	(37,333)
Profit (loss) for the period	473,238	—	473,238
Total comprehensive income (expense) for the period	470,902	—	470,902
For the year ended December 31, 2019 In thousands of USD	As previously reported	Adjustments	As revised
Revenue	932,377	(17,666)	914,711
Vessel operating expenses	(211,795)	(6,709)	(218,504)
General and administrative expenses	(66,890)	24,375	(42,515)
Profit (loss) for the period	112,230	—	112,230
Total comprehensive income (expense) for the period	108,290	—	108,290

These reclassifications did not have any impact on the net income and consequently no impact on the basic and diluted earnings per share.

7.    Changes in accounting policies

Except for the change below, the accounting policies adopted in the preparation of the consolidated financial statements for the year ended December 31, 2021 are consistent with those applied in the preparation of the consolidated financial statements for the year ended December 31, 2020. A number of new standards are effective from January 1, 2021 but they do not have a material effect on the Group's financial statements.

•Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7). The amendments clarify that entities would continue to apply certain hedge accounting requirements assuming that the interest rate benchmark

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on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform. In that respect the Group did a high level review on what could be the impact under IFRS 9, IAS 39, IFRS 7 and 16. The Group will continue to apply hedge accounting requirements as we assume that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will be changed (based on the reform) but will remain effective. We refer to Euronav’s borrowings based on a floating interest part of its exposure to changes in interest rates on borrowings by using interest rate swaps and caps with the same maturity, hence no timing mismatch should exist. The same risk management strategy will be applied, ensuring a match in timing. For lease liability calculations, the incremental borrowing rate is used as a discount rate – the same approach will be used in the future. For the related accounting policy, refer to 10.3. More specifically we note that the new term loans concluded in 2021 are aligned with the ISDA fallback methodology, which replaces the floating LIBOR reference by a daily compounded SOFR. Both swaps and loans will transition in this way with LIBOR in the loan or the floating leg in the swap amended on the next fixing date after June 2023.

8.    Basis of Consolidation

8.1.    Business Combinations

The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to 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. 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 value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

For acquisitions the Group measures goodwill at the acquisition date as:

•the fair value of the consideration transferred; plus 

•the recognized amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less

•the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

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

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

generally are recognized in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

8.2.    Non-controlling interests (NCI) 

NCI are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

8.3.    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 the control commences until the date on which control ceases.

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8.4.    Loss of control

On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any 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 or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as a Fair Value through Other Comprehensive Income (FVOCI) or Fair Value through Profit or Loss (FVTPL) financial asset depending on the level of influence retained.

8.5.    Interests in equity-accounted investees

The Group’s interests in equity-accounted investees comprise interest 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. 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.

Interests in associates and joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income (OCI) of equity-accounted investees, until the date on which significant influence or joint control ceases.

Interests in associates and joint ventures include any long-term interests that, in substance, form part of the Group’s investment in those associates or joint ventures and include unsecured shareholder loans for which settlement is neither planned nor likely to occur in the foreseeable future, which, therefore, are an extension of the Group’s investment in those associates and joint ventures. The Group’s share of losses that exceeds its investment is applied to the carrying amount of those loans. After the Group’s interest is reduced to zero, a liability is recognized to the extent that the Group has a legal or constructive obligation to fund the associates’ or joint ventures’ operations or has made payments on their behalf.

8.6.    Transactions eliminated on consolidation 

Intragroup balances and transactions, and any unrealized gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the underlying asset to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

9.    Foreign currency

9.1.    Foreign currency transactions

Transactions in foreign currencies are translated to USD at the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the foreign exchange rate applicable at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are generally recognized in profit or loss. However, foreign currency differences arising from the translation of the following items are recognized in OCI:

•a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and

•qualifying cash flow hedges to the extent that the hedges are effective.

9.2.    Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating the exchange rates at the dates of the transactions.

Foreign currency differences are recognized directly in equity (Translation reserve). When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.

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10.    Financial Instruments

Recognition and initial measurement

Trade receivables, debt securities issued and subordinated liabilities are initially recognized when they are originated. All other financial assets and financial liabilities (including liabilities designated as at FVTPL) are initially recognized on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component which is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.

Financial liabilities are recognized initially at fair value less any directly attributable transaction costs.

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer’s specific circumstances.

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

10.1.    Financial assets

Classification and subsequent measurement

On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI - debt investment; FVOCI - equity instrument; or FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

•it is held within a business model whose objectives is to hold assets to collect contractual cash flows; and

•its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

•it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

•its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

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Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

•contingent events that would change the amount or timing of cash flows;

•terms that may adjust the contractual coupon rate, including variable-rate features;

•prepayment and extension features; and

•terms that limit the Group's claim to cash flows from specified assets (e.g. non-resource features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets at FVTPL	These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost	These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses (see accounting policy 13 below). Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI	These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI	These assets are subsequently measured at fair value. Dividends are recognized 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 recognized in OCI and are never reclassified to profit or loss.

Derecognition

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the 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 of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases the transferred assets are not derecognized. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

10.2.    Financial liabilities

Classification and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.

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A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gains or loss on derecognition is also recognized

in profit or loss.

The financial liability related to the three VLCCs under the sale and leaseback agreement entered into on December 30, 2019 (see Note 16) is measured at amortized 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 fair value of the assets transferred at the end of the lease term or if the Group changes its assessment of whether it will exercise the purchase option.

Derecognition

The Group derecognizes a financial liability when its contractual obligations are discharged, canceled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid

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

Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

10.3.    Derivative financial instruments

Derivative financial instruments and hedge accounting

The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities.

Derivatives are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss.

The group designated certain derivatives as hedging instruments to hedge the variability in cash flows. The Group entered into interest rate swaps and forward CAP contracts to hedge this risk (see Note 14).

The Group ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and apply a more qualitative and forward looking approach in assessing hedge effectiveness. On initial designation of the derivative as hedging instrument, the Group formally documents the economic relationship between the hedging instrument(s) and hedged item(s), including the risk management objective(s) and strategy for undertaking the hedge. The Group also documents the methods that will be used to assess the effectiveness of the hedging relationship and makes an assessment whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the cash flows of the respective hedged items during the period for which the hedge is designated.

On an ongoing basis, the Group assesses whether the hedge relationship continues and is expected to continue to remain highly effective using retrospective and prospective quantitative and qualitative analysis.

The Group entered into several commodity swaps and futures in connection with its low sulfur fuel oil project. These instruments qualified as hedging instruments. These instruments were measured at their fair value; effective changes in fair value were recognized in OCI and the ineffective portion was recognized in profit or loss during 2020. As from 2021, all changes were recognized in profit or loss (see Note 14).

Hedges directly affected by the interest rate benchmark reform

The Group has adopted the Phase 2 amendments and retrospectively applied them from January 1, 2021.

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When the basis for determining the contractual cash flows of the hedged item or hedging instrument changes as a result of the IBOR reform and therefore there is no longer uncertainty arising about the cash flows of the hedged item or the hedging instrument, the Group amends the hedge documentation of that hedging relationships to reflect the change(s) required by the IBOR reform. For this purpose, the hedge designation is amended only to make one or more of the following changes:

•designating an alternative benchmark rate as the hedged risk;

•updating the description of the hedged item, including the description of the designated portion of the cash flows or fair value being hedged; or

•updating the description of the hedging instrument.

The Group amends the description of the hedging instrument only if the following conditions are met:

•it makes a change required by the IBOR reform by using an approach other than changing the basis for determining the contractual cash flows of the hedging instrument or using another approach that is economically equivalent to changing the basis for determining the contractual cash flows of the original hedging instrument; and

•the original hedging instrument is not derecognized.

The Group amends the formal hedge documentation by the end of the reporting period during which a change required by the IBOR reform is made to the hedged risk, hedged item or hedging instrument. These amendments in the formal hedge documentation do not constitute the discontinuation of the hedging relationship or the designation of a new hedging relationship.

If changes are made in addition to these changes required by the IBOR reform described above, then the Group first considers whether those additional changes result in the discontinuation of the hedge accounting relationship. If the additional changes do not result in the discontinuation of the hedge accounting relationship, then the Group amends the formal hedge documentation as mentioned above.

When the interest rate benchmark on which the hedged future cash flows had been used is changed as required by the IBOR reform, for the purpose of determining whether the hedged future cash flows are expected to occur, the Group deems that the hedging reserve recognized in OCI for that hedging relationship is based on the alternative benchmark rate on which the hedged future cash flows will be based.

See Note 19 for related disclosures.

Cash flow hedges

When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in OCI and presented in the hedging reserve in equity. The amount recognized in OCI is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of profit or loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts (forward points) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve within equity.

If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item's cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.

If the hedged future cash flows are no longer expected to occur, then the balance in equity is reclassified to profit or loss.

10.4.    Share capital

Ordinary share capital

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Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.

Repurchase of share capital

When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in retained earnings.

10.5.    Compound financial instruments

Compound financial instruments issued by the Group comprise Notes denominated in USD that can be converted to ordinary shares at the option of the holder, when the number of shares is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity component in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit and loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.

11.    Goodwill and intangible assets

11.1.    Goodwill

Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, refer to accounting policy 8.1.

After initial recognition goodwill is measured at cost less accumulated impairment losses, refer to accounting policy 13. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity accounted investee as a whole.

11.2.    Intangible assets 

Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and impairment losses, refer to accounting policy 13.

The cost of an intangible asset acquired in a separate acquisition is the cash paid or the fair value of any other consideration given. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.

11.3.    Subsequent expenditure 

Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.

11.4.    Amortization 

Amortization is charged to the income statement on a straight-line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful lives are as follows:

•Software:          3 - 5 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

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12.    Vessels, property, plant and equipment

12.1.    Owned assets

Vessels and items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses, refer to accounting policy 13.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of assets includes the following:

•The cost of materials and direct labor;

•Any other costs directly attributable to bringing the assets to a working condition for their intended use;

•When the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and

•Capitalized borrowing costs.

Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment, refer to accounting policy 12.6.

Gains and losses on disposal of a vessel or of another item of property, plant and equipment are determined by comparing the net proceeds from disposal with the carrying amount of the vessel or the item of property, plant and equipment and are recognized in profit or loss.

For the sale of vessels, transfer of risk and rewards usually occurs upon delivery of the vessel to the new owner.

12.2.    Assets under construction

Assets under construction, especially newbuilding vessels, are accounted for in accordance with the stage of completion of the newbuilding contract. Typical stages of completion are the milestones that are usually part of a newbuilding contract: signing or receipt of refund guarantee, steel cutting, keel laying, launching and delivery. All stages of completion are guaranteed by a refund guarantee provided by the shipyard.

12.3.    Subsequent expenditure 

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.

12.4.    Borrowing costs 

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.

12.5.    Depreciation 

Depreciation is charged to the consolidated statement of profit or loss on a straight-line basis over the estimated useful lives of vessels and items of property, plant and equipment. The right-of-use asset is 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 basis of those of property and equipment (refer to accounting policy 19). Land is not depreciated.

Vessels and items of property, plant and equipment are depreciated from the date that they are available for use. Internally constructed assets are depreciated from the date that the assets are completed and ready for use.

The estimated useful lives of significant items of property, plant and equipment are as follows:

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-	tankers	20 years
-	FSO/FpSO/FPSO	30 years
-	plant and equipment	5 - 20 years
-	fixtures and fittings	5 - 10 years
-	other tangible assets	3 - 20 years
-	dry-docking	2.5 - 5 years

The useful life of the FSOs have been reassessed from 25 years to 30 years due to the extension for ten years of the timecharter contract in direct continuation of their current contractual service, or until July 21, 2032 and September 21, 2032 respectively. The end of the useful economic life of the FSO vessels was set equal to the contract end date or approximately 30 years since build date. The net book value and depreciations were reassessed and applied prospectively as from the moment the extension was signed. The impact in the consolidated statement of profit or loss statement was immaterial.

As explained in policy 5.B., management re-assesses on a yearly basis the residual value of its fleet. As from December 31, 2021 onwards each vessel’s residual value is equal to the product of its lightweight tonnage and an estimated net scrap rate of $390/LDT. This rate is not applied for the three VLCCs under the sale and leaseback agreement entered into on December 30, 2019 (see Note 16). In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets. The three vessels are subsequently depreciated over their useful lives (i.e. from the commencement date to the end of the lease term) as it is not reasonably certain that the Group will exercise the purchase option. Depreciation is calculated on the net carrying value of the three vessels as of December 30, 2019 less their estimate residual values using the straight-line method. The residual value, estimated at $21 million, is the amount that the Group could receive from disposal of the vessels at the reporting date if the vessels were already of the age and in the condition that they will be in at the end of the lease term.

Depreciation methods, useful lives and residual values are reviewed at year-end and adjusted if appropriate.

12.6.    Dry-docking – component approach 

Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in dry-dock. Components installed during dry-dock with a useful life of more than 1 year are depreciated over their estimated useful-life.

13.    Impairment

13.1.    Non-derivative financial assets    

Financial instruments and contract assets

The impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI.

The financial assets at amortized cost consist of trade and other receivables, cash and cash equivalents and non-current receivables.

Under IFRS 9, loss allowances are measured on either of the following bases:

•12-month 'expected credit loss' (ECL): these are ECLs that result from possible default events within the 12 months after the reporting date; and

•lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured in accordance with 12-months ECLs model:

•debt securities that are determined to have low credit risk at the reporting date; and

•other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

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Loss allowances for trade receivables are measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 180 days past due. The financial assets that are more than 180 days past due, which mainly relates to demurrage and TI pool outstanding, are followed up closely and as long as their collection is highly probable, they are not considered in default.

The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held).

The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P. Derivatives are entered into with banks and financial institution counterparties, which are rated A to AA+, based on rating agency S&P.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between cash flows due to the entity in accordance with the contract and cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Presentation of allowance for ECL

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The impairment loss on trade receivable has been presented in 'general and administrative expenses'.

For debt securities at FVOCI, the loss allowance is recognized in OCI, instead of being recorded in the statement of profit or loss.

Impairment losses on other financial assets are not presented separately in the statement of profit or loss and OCI, because the amount is not material. It has been presented as part of the line 'finance expenses'.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group calculates the ELC on trade and other receivables based on actual credit loss experience over the past 10 years taking into account reasonable and supportable forecast of future economic conditions.

13.2    Non-financial assets 

The carrying amounts of the Group’s non-financial assets, other than deferred tax assets (refer to accounting policy 22), inventory and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For the purpose of impairment testing, assets 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 cash generating units (CGUs). Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

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The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are based on current market conditions, historical trends as well as future expectations.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

An impairment loss recognized for goodwill shall not be reversed. For other assets, 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 amortization, if no impairment loss had been recognized.

Tankers

The Group analyzes the following internal and external indicators to assess whether tankers might be impaired:

•    the obsolescence or physical damage of an asset;

•    significant changes in the extent or manner in which vessels are (or are expected to be) used that have (or will have) an adverse effect on the entity;

•    plans to dispose of assets before the previously expected date of disposal;

•    indications that the performance of a CGU is, or will be, worse than expected;

•    significant increases in cash flows for acquiring, operating or maintaining vessels that are significantly higher than originally budgeted;

•    net cash flows or operating profits that are lower than originally budgeted;

•    net cash outflows or operating losses;

•    market capitalization significantly below net asset value for a prolonged period of time;

•    a significant and unexpected decline in market value of vessels;

•    significant adverse effects in the technological, market, economic, legal and regulatory environment, including but not limited to, vessel and crude oil supply and demand trends;

•    increases in market interest rates.

Euronav defines its CGU for tankers as a single vessel, unless such vessel is operated in a profit-sharing pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a CGU.

When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be recovered, the Group performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. For assessing value in use, assumptions are made regarding forecast charter rates, using the weighted average of past and ongoing shipping cycles including management judgment for the ongoing cycle and for the weighting factors applied, the weighted average cost of capital (WACC), the useful life of the vessels (20 years for tankers) and a residual value. After careful consideration of the trends in the shipping industry, management considers it is appropriate to use as a residual value of the vessels an amount equal to the lightweight tonnage of the vessel, multiplied by the market price of scrap per ton, less disposal costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments.

The market scrap value per ton is estimated by taking into consideration the historical four-year scrap market rate average, taking into account any significant impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments, which is updated annually at year-end.

Although management believes that its process to determine the assumptions used to evaluate the carrying amount of the assets, when required, are reasonable and appropriate, such assumptions are subject to judgment. Management is assessing continuously the resilience of its projections to the business cycles that can be observed in the tankers market, and concluded that a business cycle approach provides a better long-term view of the dynamics at play in the industry. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgment, analyst reports and past experience. Long term charter rates are used in the calculation in case available.

Management judgement also took into consideration the long term perspective for the sector, including peak oil and oil demand in the energy mix for the next 20 years using the IEA reports and forecasts.

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FSOs

In the context of the valuation of the Group's investments in the respective joint ventures, the Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, assumptions are made regarding forecast charter rates, weighted average cost of capital ('WACC'), the useful life of the FSOs (30 years) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to use as a residual value for its vessels an amount equal to the lightweight tonnage of the vessel, multiplied by the market price of scrap per ton, less disposal costs such as repositioning the vessel, commissions and preparation fees, and after consideration of the impact of (changes in) worldwide recycling regulations (EU regulation versus other) and developments.

The value in use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and forecast charter rates are determined using the fixed daily contract rates. The FSO Asia and the FSO Africa are on a five years timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited, until July 22, 2022 and September 22, 2022, respectively. In November 2020, the two joint ventures (TI Asia Ltd and TI Africa Ltd.) signed an extension for ten years in direct continuation of their current contractual service, or until July 21, 2032 and September 21, 2032 respectively. Following this extension of the contract with North Oil Company until 2032, the end of the useful economic life was set equal to the contract end date or approximately 30 years since build date.

14.    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 generally the assets or disposal group are measured at the lower of their carrying amount and fair value less cost of disposal. 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 inventories, financial assets, deferred tax assets, employee benefit assets or investment property, which continue to be measured in accordance with the Group’s accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated,

and any equity-accounted investee is no longer equity accounted.

15.    Bunker inventory

The Group has been purchasing compliant bunker fuel for future use by its vessels. Bunkers are presented as inventory and are accounted for on a weighted average basis. The cost of inventories comprises of the purchase price, fuel inspection costs and transport and handling costs. The effective portion of the change in fair value of derivatives designated as cash flow hedges of the underlying price index between the date of purchase and the date of delivery is also recognized as an inventory cost. The ineffective portion of the change in fair value of these derivatives is recognized directly in profit or loss.

The inventory is accounted for at the lower of cost or net realizable value with cost being determined on a weighted average basis. No write down is needed as long as the freight market remains robust offsetting potential higher weighted average consumption costs of the bunker oil consumed from that inventory.

Bunker expenses are recognized in profit or loss upon consumption.

16.    Employee benefits

16.1.    Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months

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after the end of the period in which the employees render the services are discounted to their present value. The calculation of defined contribution obligations is performed annually by a qualified actuary using the projected unit credit method.

16.2.    Defined benefit plans

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations 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 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 of plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized 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 recognized in profit and 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 recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined plan when the settlement occurs.

16.3.    Other long term employee benefits

The Group’s net obligation in respect of long-term employee benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on AA credit rated bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the currency in which the benefits are expected to be paid. Remeasurements are recognized in profit or loss in the period in which they arise.

16.4.    Termination benefits 

Termination benefits are recognized 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. Termination benefits for voluntary redundancies are recognized 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.

16.5.    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 recognized 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.

16.6.    Share-based payment transactions

The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

The fair value of the amount payable to beneficiaries in respect of “phantom stock unit” grants, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the beneficiaries become

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unconditionally entitled to payment. The fair value of the Transaction Based Incentive Plan is being determined by using a binomial model with cost being spread of the expected vesting period over the various tranches. The fair value of the Long term incentive plan is remeasured at each reporting date and at settlement based on the fair value of the phantom stock units. Any changes in the liability are recognized in profit or loss.

17.    Provisions

A provision is recognized when the Group has a legal or constructive obligation that can be estimated reliably, as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The 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. The unwinding of the discount is recognized as finance cost.

Restructuring

A provision for restructuring is recognized 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 provided for.

Onerous contracts

A provision for onerous contracts is recognized 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 measured 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 established, the Group recognizes any impairment loss on the assets associated with that contract.

18.    Revenue

18.1.    Pool Revenues

Aggregated revenue recognized on a daily basis from vessels operating on voyage charters in the spot market and on contract of affreightment (COA) within the pool is converted into an aggregated net revenue amount by subtracting aggregated voyage expenses (such as fuel and port charges) from gross voyage revenue. These aggregated net revenues are combined with aggregated floating time charter revenues to determine aggregated pool Time Charter Equivalent revenue (TCE). Aggregated pool TCE revenue is then allocated to pool partners in accordance with the allocated pool points earned for each vessel that recognizes each vessel’s earnings capacity based on its cargo, capacity, speed and fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pools is equal to the pool point rating of the vessels multiplied by time on hire, as reported by the pool manager.

Revenue from the floating time charter agreements under which vessels are employed by the TI Pool is accounted for under IFRS 15 Revenue from Contracts with Customers.

Following the reclassifications (see Note 1.6), TI administration fees are subtracted from the net pool revenues.

18.2.    Time - and bareboat charters

As a lessor, the Group leases out some of its vessels under time charters and bareboat charters, refer to accounting policy 20. Lessors shall classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise a lease is classified as an operating lease.

Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed (refer to accounting policy 20.2). IFRS 16 requires the Group to separate lease and non-lease components, with the lease component qualifying as operating lease under IFRS 16 and the service components accounted for under IFRS 15.

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18.3.    Spot voyages

As from January 1, 2018, the Group applied IFRS 15. Voyage revenue is recognized over time for spot charters on a load-to-discharge basis. Progress is determined based on time elapsed. Voyage expenses are expensed as incurred unless they are incurred between the date on which the contract was concluded and the next load port. They are then capitalized if they qualify as fulfillment costs and if they are expected to be recovered.

When our vessels cannot start or continue performing its obligation due to other factors such as port delays, a demurrage is paid. The applicable demurrage rate is stipulated in the contract. Demurrage which occurs at the discharge port is recognized as incurred. As demurrage is often a commercial discussion between Euronav and the charterer, the outcome and total compensation received for the delay is not always certain. As such, Euronav 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 annually basis.

Payment is typically done at the end of the voyage. There is no specific financing component.

19.    Gain and losses on disposal of vessels

In view of their importance the Group reports capital gains and losses on the sale of vessels as a separate line item in the consolidated statement of profit or loss. For the sale of vessels, transfer of control usually occurs upon delivery of the vessel to the new owner.

20.    Leases

The Group has applied IFRS 16 as from January 1, 2019.

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. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.

1.    As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at the amount equal to the lease liability adjusted by initial direct costs incurred by the lessee. Adjustments may also be required for any payments made at or before the commencement date 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.

After lease commencement, the Group measures the right-of-use asset using a cost model, namely at cost less accumulated depreciation and accumulated impairment. The right-of-use asset is subsequently depreciated using the straight-line method, refer to accounting policy 12.5. 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 commencement 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 lessee's incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources (e.g. World office yield rate) and makes certain adjustments to reflect the terms of the lease and type of the asset leased or by calculating the weighted average of the cost of secured debt and unsecured debt.

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

-    fixed payments;

-    variable lease payments that depend on an index or a rate;

-    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.

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The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. 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, or if the Group changes its assessment of whether the purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Group has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized.

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 the profit or loss if the carrying amount of the right-to-use asset has been reduced to zero.

Lease and non-lease components in the contracts are separated.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

2.    As a lessor

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or operating 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 the lease qualifies as an operating lease, e.g. time charter out, the leased asset remains on the balance sheet of the lessor and continues being depreciated. The adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS 15. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'revenue' (refer to accounting policy 18.2.) Payments related to service component made under operating leases are also recognized in the income statement over the term of the lease.

The Group sub-leases some of its properties. The sub-lease contracts are classified as finance leases under IFRS 16. For these sub-lease, the right-of-use asset related to the head lease was derecognized and a lease receivable, at an amount equal to the net investment, relating to the sublease is recognized. Subsequently the Group recognizes finance income over the lease term of a finance lease, based on a pattern reflecting a constant periodic rate of return on the net investment and if applicable impairment losses on lease receivable.

21.    Finance income and finance cost

Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the consolidated statement of profit or loss (refer to accounting policy 9).

The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

•    the gross carrying amount of the financial asset; or

•    the amortized cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability.

Interest income is recognized in the consolidated statement of profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the consolidated statement of profit or loss on the date that the dividend

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is declared. Interest income related to finance lease for the subleases is also recognized in the consolidated statement of profit or loss. as a finance income.

The interest expense component of lease liabilities is recognized in the consolidated statement of profit or loss using the effective interest rate method.

22.    Income tax

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized using the balance sheet method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax recognized is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

In application of an IFRIC agenda decision on IAS 12 Income taxes, 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 income statement but is shown as an administrative expense under the heading Other operating expenses. In accordance to IFRIC 23 the Group assesses whether there is any uncertainty over Income Tax Treatments. The amount is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes.

23.    Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. The Group distinguishes two segments: the operation of crude oil tankers in the international markets and the floating storage and offloading operations (FSO/FpSO). The Group's internal organizational and management structure does not distinguish any geographical segments.

24.    Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as 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 statement of profit or loss is represented as if the operation had been discontinued from the start of the comparative period.

25.    New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2021, and have not been applied in preparing these consolidated financial statements. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.

Amendments to IAS 1 Presentation of Financial statements: Classification of Liabilities as Current or Non-current, issued on January 23, 2020, clarify a criterion in IAS 1 for classifying a liability as non-current: the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period.

The amendments:

–specify that an entity’s right to defer settlement must exist at the end of the reporting period;

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–clarify that classification is unaffected by management’s intentions or expectations about whether the entity will exercise its right to defer settlement;

–clarify how lending conditions affect classification; and

–clarify requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.

On July 15, 2020, the IASB issued Classification of Liabilities as Current or Non-current — Deferral of Effective Date (Amendment to IAS 1) deferring the effective date of the January 2020 amendments to IAS 1 by one year to annual reporting periods beginning on or after January 1, 2023 with early application permitted. The amendments have not yet been endorsed by the EU.

The IASB has published a new exposure draft on the topic on November 19, 2021.

Amendments to IFRS 3 Business Combinations; IAS 16 Property, plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual improvements, issued on May 14, 2020, include several narrow-scope amendments which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards:

–Amendments to IFRS 3 Business Combinations update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.

–Amendments to IAS 16 Property, Plant and Equipment prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. The amendments also clarify that testing whether an item of PPE is functioning properly means assessing its technical and physical performance rather than assessing its financial performance.

–Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets specify which costs a company includes when assessing whether a contract will be loss-making. The amendments clarify that the ‘costs of fulfilling a contract’ comprise both: the incremental costs; and an allocation of other direct costs.

–Annual Improvements to IFRS Standards 2018–2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.

The amendments are effective for annual periods beginning on or after January 1, 2022 with early application permitted. These amendments have been endorsed by the EU.

Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies, issued on February 12, 2021, include narrow-scope amendments to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures.

The amendments are effective for annual periods beginning on or after January 1, 2023 with early application permitted. These amendments have not yet been endorsed by the EU.

Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates, issued on February 12, 2021, clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events.

The amendments are effective for annual periods beginning on or after January 1, 2023 with early application permitted. These amendments have not yet been endorsed by the EU.

Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction, issued on May 6, 2021, clarifies how companies should account for deferred tax on transactions such as leases and decommissioning obligations. IAS 12 Income Taxes specifies how a company accounts for income tax, including deferred tax, which represents tax payable or recoverable in the future. In specified circumstances, companies are exempt from recognizing deferred tax when they recognize assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations—transactions for which companies recognize both an asset and a liability. The amendments clarify that the exemption does not apply and that companies are required to recognize deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.

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The amendments are effective for annual periods beginning on or after January 1, 2023 with early application permitted. These amendments have not yet been endorsed by the EU.

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Note 2 - Segment reporting

The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (Tankers) on the one hand and the floating production, storage and offloading operations (FSO/FPSO) on the other. These two divisions operate in completely different markets, where in the latter the assets are tailor-made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a large extent standardized.

The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity-accounted investees.

The Group has two clients in the Tankers segment that represented respectively 11% (timecharter contract) and 10% of the Tankers segment total revenue in 2021 (2020: one client which represented 6% (timecharter contract) and in 2019 one client which represented 7% (time charter contract)). All the other clients represent less than 10% of total revenues of the Tankers segment. The Group has one client in the FSO segment.

The Group's internal organizational and management structure does not distinguish any geographical segments.

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Consolidated statement of financial position

(in thousands of USD)	December 31, 2021				December 31, 2020
ASSETS	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total
Vessels	2,975,392	105,350	(112,955)	2,967,787	2,875,348	115,248	(125,288)	2,865,308
Assets under construction	181,293	—	—	181,293	207,069	—	—	207,069
Right-of-use assets	29,001	—	—	29,001	52,955	—	—	52,955
Other tangible assets	1,218	—	—	1,218	1,759	—	—	1,759
Intangible assets	186	—	—	186	161	—	—	161
Receivables	46,251	—	9,388	55,639	46,419	—	8,635	55,054
Investments in equity accounted investees	4,653	—	67,793	72,446	2,822	—	48,881	51,703
Deferred tax assets	1,546	—	—	1,546	1,357	—	—	1,357
Total non-current assets	3,239,540	105,350	(35,774)	3,309,116	3,187,890	115,248	(67,772)	3,235,366
Total current assets	459,864	10,478	(10,935)	459,407	453,009	10,182	(11,318)	451,873
TOTAL ASSETS	3,699,404	115,828	(46,709)	3,768,523	3,640,899	125,430	(79,090)	3,687,239
EQUITY and LIABILITIES
Total equity	1,891,483	69,099	—	1,960,582	2,264,271	47,515	—	2,311,786
Bank and other loans	1,175,835	11,465	(11,465)	1,175,835	836,318	36,237	(36,237)	836,318
Other notes	196,895	—	—	196,895	198,279	—	—	198,279
Other borrowings	86,198	—	—	86,198	100,056	—	—	100,056
Lease liabilities	16,759	—	—	16,759	21,172	—	—	21,172
Other payables	3,490	—	—	3,490	6,893	242	(242)	6,893
Deferred tax liabilities	—	10,535	(10,535)	—	—	11,525	(11,525)	—
Employee benefits	6,839	—	—	6,839	7,987	—	—	7,987
Provisions	892	—	—	892	1,154	—	—	1,154
Total non-current liabilities	1,486,908	22,000	(22,000)	1,486,908	1,171,859	48,004	(48,004)	1,171,859
Total current liabilities	321,013	24,729	(24,709)	321,033	204,769	29,911	(31,086)	203,594
TOTAL EQUITY and LIABILITIES	3,699,404	115,828	(46,709)	3,768,523	3,640,899	125,430	(79,090)	3,687,239

Consolidated statement of profit or loss

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

(in thousands of USD)	2021				2020 (revised)*				2019 (revised)*
	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers *	FSO	Less: Equity-accounted investees	Total *	Tankers *°	FSO °	Less: Equity-accounted investees °	Total *
Shipping income
Revenue	422,649	50,132	(53,011)	419,770	1,220,843	49,949	(60,451)	1,210,341	916,157	49,461	(50,907)	914,711
Gains on disposal of vessels/other tangible assets	15,068	—	—	15,068	23,107	—	(379)	22,728	14,879	—	—	14,879
Other operating income	10,111	2,356	(2,212)	10,255	9,907	2,577	(2,372)	10,112	10,075	3,351	(3,332)	10,094
Total shipping income	447,828	52,488	(55,223)	445,093	1,253,857	52,526	(63,202)	1,243,181	941,111	52,812	(54,239)	939,684
Operating expenses
Voyage expenses and commissions	(122,374)	—	3,566	(118,808)	(129,833)	—	4,403	(125,430)	(145,047)	2	364	(144,681)
Vessel operating expenses	(222,087)	(12,381)	13,762	(220,706)	(221,245)	(12,014)	14,869	(218,390)	(218,719)	(12,657)	12,872	(218,504)
Charter hire expenses	(6,775)	—	(2,975)	(9,750)	(5,410)	—	(2,544)	(7,954)	(604)	—	—	(604)
Losses on disposal of vessels/other tangible assets	—	—	—	—	(1)	—	—	(1)	(75)	—	—	(75)
Depreciation tangible assets	(347,338)	(9,899)	12,333	(344,904)	(323,216)	(16,710)	20,274	(319,652)	(338,036)	(18,071)	18,461	(337,646)
Depreciation intangible assets	(90)	—	—	(90)	(99)	—	—	(99)	(56)	—	—	(56)
General and administrative expenses	(32,441)	(330)	363	(32,408)	(37,441)	(560)	668	(37,333)	(42,583)	(283)	351	(42,515)
Total operating expenses	(731,105)	(22,610)	27,049	(726,666)	(717,245)	(29,284)	37,670	(708,859)	(745,120)	(31,009)	32,048	(744,081)
RESULT FROM OPERATING ACTIVITIES	(283,277)	29,878	(28,174)	(281,573)	536,612	23,242	(25,532)	534,322	195,991	21,803	(22,191)	195,603
Finance income	14,050	—	884	14,934	20,045	21	1,430	21,496	20,399	147	26	20,572
Finance expenses	(95,626)	(1,971)	2,056	(95,541)	(91,645)	(3,295)	3,387	(91,553)	(119,809)	(4,558)	4,564	(119,803)
Net finance expenses	(81,576)	(1,971)	2,940	(80,607)	(71,600)	(3,274)	4,817	(70,057)	(99,410)	(4,411)	4,590	(99,231)
Share of profit (loss) of equity accounted investees (net of income tax)	380	—	22,596	22,976	467	—	10,450	10,917	440	—	16,020	16,460
Profit (loss) before income tax	(364,473)	27,907	(2,638)	(339,204)	465,479	19,968	(10,265)	475,182	97,021	17,392	(1,581)	112,832
Income tax expense	427	(2,638)	2,638	427	(1,944)	(10,265)	10,265	(1,944)	(602)	(1,581)	1,581	(602)
Profit (loss) for the period	(364,046)	25,269	—	(338,777)	463,535	9,703	—	473,238	96,418	15,812	—	112,230
Attributable to:
Owners of the company	(364,046)	25,269	—	(338,777)	463,535	9,703	—	473,238	96,418	15,812	—	112,230

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Summarized consolidated statement of cash flows

(in thousands of USD)	2021				2020				2019
	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers °	FSO °	Less: Equity-accounted investees °	Total
Net cash from (used in) operating activities	(32,132)	35,532	(28,705)	(25,305)	958,798	36,328	(25,341)	969,785	259,109	41,278	(28,396)	271,991
Net cash from (used in) investing activities	(351,767)	—	(1,479)	(353,246)	(110,314)	—	(6,792)	(117,106)	44,211	—	(461)	43,750
Net cash from (used in) financing activities	(378,528)	(35,259)	787,680	373,893	(995,151)	(36,503)	31,953	(999,701)	(178,587)	(41,491)	28,891	(191,187)
Capital expenditure	(413,319)	—	—	(413,319)	(226,663)	—	1,253	(225,410)	(30,173)	—	22,120	(8,053)

° The Group initially applied IFRS 16 at January 1, 2019, which requires the recognition of right-of-use assets and lease liabilities for lease contracts that were previously classified as operating leases. As a result, the Group recognized $87.6 million of right-of-use assets and $105.3 million of liabilities from those lease contracts. The assets and liabilities are included in the Tankers and FSO segments as from December, 31, 2019 onwards. The Group has applied IFRS 16 using the modified retrospective approach, under which comparative information is not restated (see Note 1.19).

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 for further details.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 3 - Assets and liabilities held for sale and discontinued operations

Assets held for sale

The assets held for sale can be detailed as follows:

(in thousands of USD)	December 31, 2021	December 31, 2020	December 31, 2019
Vessels	—	—	12,705
Of which in Tankers segment	—	—	12,705
Of which in FSO segment	—	—	—

(in thousands of USD)	(Estimated) Net sale price	Book Value	Asset Held For Sale	Impairment Loss	(Expected) Gain
At January 1, 2020	—	—	12,705	—	—
Assets sold from assets held for sale
Finesse	21,003	12,705	(12,705)	—	8,298
At December 31, 2020	—	—	—	—	8,298
At January 1, 2021	—	—	—	—	—
At December 31, 2021	—	—	—	—	—

As of December 31, 2021 and December 31, 2020 the Group had no assets held for sale.

Discontinued operations

As of December 31, 2021 and December 31, 2020, the Group had no operations that meet the criteria of a discontinued operation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 4 – Revenue and other operating income

(in thousands of USD)	2021				2020 (revised)*
	Tankers	FSO	Less: Equity-accounted investees	Total	Tankers (revised)*	FSO	Less: Equity-accounted investees	Total (revised)*
Pool Revenue	136,160	—	11	136,171	697,485	—	594	698,079
Spot Voyages	215,158	—	(2,890)	212,268	409,328	—	(9,799)	399,529
Revenue from contracts with customers	351,318	—	(2,879)	348,439	1,106,813	—	(9,205)	1,097,608
Time Charters	71,331	50,132	(50,132)	71,331	114,030	49,949	(51,246)	112,733
Lease income	71,331	50,132	(50,132)	71,331	114,030	49,949	(51,246)	112,733
Total revenue	422,649	50,132	(53,011)	419,770	1,220,843	49,949	(60,451)	1,210,341
Other operating income	—	—	—	10,255	—	—	—	10,112

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 for further details.

For the accounting treatment of revenue, we refer to the accounting policies (see Note 1.18) - Revenue.

The decrease in revenue is mainly related to the decrease in pool and spot voyage revenue which is due to declined freight rates compared to 2020. Euronav took advantage of the weak market environment to execute dry-dockings (18 VLCCs and seven Suezmaxes) which resulted in less on hire days during the year compared to 2020. The decrease in revenue from time charters is also due to these unfavorable market conditions as well as a lower number of vessels on time charter.

Other operating income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 5 - Expenses for shipping activities and other expenses from operating activities

Voyage expenses and commissions

(in thousands of USD)	2021	2020	2019
Commissions paid	(8,014)	(12,748)	(10,130)
Bunkers	(84,614)	(98,761)	(101,947)
Other voyage related expenses	(26,180)	(13,921)	(32,604)
Total voyage expenses and commissions	(118,808)	(125,430)	(144,681)

The voyage expenses and commissions, which relate to the Suezmax fleet only, decreased in 2021 compared to 2020 mainly due to a decrease in bunker related expenses and commissions paid, whilst noting an increase for other voyage related expenses. For vessels operated on the spot market, voyage expenses are paid by the shipowner while voyage expenses for vessels under a time charter contract, are paid by the charterer. Voyage expenses for vessels operated in a Pool, are paid by the Pool.

The majority of other voyage expenses are port costs, agency fees and agent fees paid to operate the vessels on the spot market. Port costs vary depending on the number of spot voyages performed, number and type of ports. The increase in other voyage related expenses in 2021 compared to 2020 is due to changed trading patterns.

Bunker expenses decreased compared to last year despite a higher average bunker price due to less bunkers consumed in 2021 compared to the year ended December 31, 2020 combined with a hedging program executed in 2021 to manage volatility.

Vessel operating expenses

(in thousands of USD)	2021	2020 (revised)*	2019 (revised)*
Operating expenses	(204,702)	(204,433)	(203,448)
Insurance	(16,004)	(13,957)	(15,056)
Total vessel operating expenses	(220,706)	(218,390)	(218,504)

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 for further details.

The operating expenses relate mainly to the crewing (including crew bonuses), technical and other costs (including shore staff working entirely on ship management) to operate tankers. In 2021 these expenses were in line with 2020. Despite the higher number of vessels cost saving program positively contributed to this P&L line.

Charter hire expenses

(in thousands of USD)	2021	2020	2019
Charter hire	(8,473)	(7,954)	(604)
Bareboat hire	(1,277)	—	—
Total charter hire expenses	(9,750)	(7,954)	(604)

The charter-hire expenses in 2021 are entirely attributable to the internal short term time charter agreement with our joint venture Bari Shipholding Ltd. and the hire expenses for the barge (Dragon Satu/Cougar Satu) in relation to our bunker fuel strategy. The Group elected to apply the short-term lease exemption and accordingly, the lease payments were recognized as an expense and right-of-use assets and lease liabilities were not recognized.

Due to the adoption of IFRS 16 on January 1, 2019, whereby the costs related to the bareboat agreements are now recognized in depreciation and amortization expenses for the depreciation of the right-of-use asset over the remaining lease term and finance expense, the bareboat charter-hire expenses were zero in 2020. On December 15, 2021, the contract for the four bareboat charters ended (see Note 20), with one vessel (VLCC Nautilus) redelivered to the owners before year-end. The remaining three vessels (VLCCs Navarin, Neptun and Nucleus) will be redelivered during the first quarter of 2022 (see Note 27). Therefore, $1.3 million bareboat hire relates to the 16 days bareboat in 2021 after the end of the contract. Due to immateriality, these expenses were recorded as bareboat hire instead of accounting for a lease modification.

F-42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

General and administrative expenses

(in thousands of USD)	2021	2020 (revised)*	2019 (revised)*
Wages and salaries	(7,566)	(10,641)	(16,706)
Social security costs	(1,295)	(1,360)	(1,546)
Provision for employee benefits (Note 17)	687	(545)	(134)
Cash-settled share-based payments (Note 23)	(548)	1,338	(2,455)
Equity-settled share-based payments (Note 23)	(761)	(140)	—
Other employee benefits	(1,000)	(1,272)	(1,615)
Employee benefits	(10,482)	(12,620)	(22,456)
Administrative expenses	(18,355)	(21,652)	(19,177)
Tonnage Tax	(3,346)	(3,459)	(1,313)
Claims	(452)	10	(17)
Provisions	227	388	448
Total general and administrative expenses	(32,408)	(37,333)	(42,515)
Average number of full time equivalents (shore staff)	189.05	185.66	184.90

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on the profit (loss) for the period. Please refer to Note 1.6 for further details.

The general and administrative expenses which include amongst others: shore staff wages excluding shore staff working entirely on ship management, director fees, office rental, consulting and audit fees and tonnage tax, decreased in 2021 compared to 2020. This decrease was mainly due to lower wages and salaries in 2021, which is attributable to a lower accrual for the shore bonuses compared to 2020.

General and administrative expenses also decreased due to a decrease in management board fees and no amounts were written off on trade debtors in 2021 compared to $1 million in 2020.

The provision for employee benefits in 2021 is lower compared to 2020 due to a change in accounting treatment for the Greek defined benefit plan as per decision of the Board of Auditors of Greece. Regarding share-based payments, the first tranche of the TBIP 2019 and one-third of the LTIP 2016, LTIP 2017 and LTIP 2018 were vested in 2020 which resulted in an income whereas in 2021 only one-third was vested of the LTIP 2017 and LTIP 2018. The equity-settled share-based payments increased during 2021 as the LTIP 2020 has been recognized in 2021 in addition of the LTIP 2019. In 2020 only the LTIP 2019 was recognized in the equity-settled share-based payments (see Note 14).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 6 - Net finance expense

Recognized in profit or loss

(in thousands of USD)	2021	2020	2019
Interest income	1,896	3,687	6,529
Change in fair value of fuel derivatives recognized in P&L	1,668	2,800	—
Foreign exchange gains	11,370	15,009	14,043
Finance income	14,934	21,496	20,572
Interest expense on financial liabilities measured at amortized cost	(57,961)	(60,627)	(84,327)
Interest leasing	(2,378)	(3,287)	(4,811)
Change in fair value of fuel derivatives recognized in P&L	(8,966)	(1,723)	(51)
Fair value adjustment on interest rate swaps	(78)	(108)	(8,533)
Other financial charges	(14,265)	(9,936)	(7,474)
Foreign exchange losses	(11,893)	(15,872)	(14,607)
Finance expense	(95,541)	(91,553)	(119,803)
Net finance expense recognized in profit or loss	(80,607)	(70,057)	(99,231)

Finance income is lower during the year ended December 31, 2021 compared to December 31, 2020 which is mainly due to a decrease of foreign exchange gains enhanced by a decrease of interest received from less cash on hand during the period and a lower positive fair value of fuel derivatives recognized through P&L.

The increase in finance expenses is mainly due to the higher negative result on the fuel derivatives related to the hedging program of the bunker fuel on board of the Oceania and higher other financial charges, partially offset by a lower amount of foreign exchange losses.

Interest leasing is the interest on lease liabilities.

The above finance income and expenses include the following in respect of assets (liabilities) not recognized at fair value through profit or loss:

	2021	2020	2019
Total interest income on financial assets	3,564	6,487	6,529
Total interest expense on financial liabilities	(66,927)	(62,350)	(84,378)
Total interest leasing	(2,378)	(3,287)	(4,811)
Total other financial charges	(14,265)	(9,936)	(7,474)

Recognized directly in equity

(in thousands of USD)	2021	2020	2019
Foreign currency translation differences for foreign operations	(482)	636	(112)
Cash flow hedges - effective portion of changes in fair value	9,852	(2,873)	(1,885)
Net finance expense recognized directly in equity	9,370	(2,237)	(1,997)
Attributable to:
Owners of the Company	9,370	(2,237)	(1,997)
Net finance expense recognized directly in equity	9,370	(2,237)	(1,997)
Recognized in:
Translation reserve	(482)	636	(112)
Hedging reserve	9,852	(2,873)	(1,885)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 7 - Income tax benefit (expense)

(in thousands of USD)	2021	2020	2019
Current tax
Current period	(206)	(575)	(1,066)
Changes related to prior years	436	—	—
Total current tax	230	(575)	(1,066)
Deferred tax
Recognition of unused tax losses/(use of tax losses)	201	(1,369)	474
Other	(4)	—	(10)
Total deferred tax	197	(1,369)	464
Total tax benefit/(expense)	427	(1,944)	(602)

Reconciliation of effective tax	2021			2020			2019
Profit (loss) before tax			(339,204)			475,182			112,832
Tax at domestic rate	(25.00)	%	84,801	(25.00)	%	(118,796)	(29.58)	%	(33,376)
Effects on tax of :
Tax exempt profit / loss			4,541			241			317
Tax adjustments for previous years			436			—			34
Loss for which no DTA (*) has been recognized			27			(61)			(26)
Non-deductible expenses			(188)			(482)			(538)
Use of previously unrecognized tax losses and tax credits			4,101			267			4,066
Effect of Tonnage Tax regime			(84,881)			115,174			24,534
Effect of share of profit of equity-accounted investees			5,649			2,613			2,482
Effects of tax regimes in foreign jurisdictions			(14,059)			(900)			1,905
Total taxes	(0.13)	%	427	(0.41)	%	(1,944)	(0.53)	%	(602)

In application of an IFRIC agenda decision on ‘IAS 12 Income taxes’, 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 consolidated statement of profit or loss but

has been shown as an administrative expense under the heading General and administrative expenses. The amount paid for tonnage tax in the year ended December 31, 2021 was $3.3 million (2020: $3.5 million) (see Note 5).

* Deferred Tax Asset

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

-Note 8 - Property, plant and equipment

(in thousands of USD)	Vessels	Vessels under construction	Right-of-use assets	Other tangible assets	Total PPE
At January 1, 2019
Cost	4,927,324	—	—	4,274	4,931,598
Depreciation & impairment losses	(1,407,257)	—	—	(2,331)	(1,409,588)
Net carrying amount	3,520,067	—	—	1,943	3,522,010
Acquisitions	7,024	—	549	1,012	8,585
Adoption IFRS 16	—	—	87,598	—	87,598
Disposals and cancellations	(29,386)	—	—	(52)	(29,438)
Depreciation charges	(307,738)	—	(29,265)	(643)	(337,646)
Transfer to assets held for sale (Note 3)	(12,705)	—		—	(12,705)
Translation differences	—	—	26	5	31
Balance at December 31, 2019	3,177,262	—	58,908	2,265	3,238,435
At January 1, 2020
Cost	4,815,910	—	88,182	5,042	4,909,134
Depreciation & impairment losses	(1,638,648)	—	(29,274)	(2,777)	(1,670,699)
Net carrying amount	3,177,262	—	58,908	2,265	3,238,435
Acquisitions	17,835	207,069	25,701	285	250,890
Disposals and cancellations	(42,641)	—	—	(2)	(42,643)
Depreciation charges	(287,148)	—	(31,702)	(802)	(319,652)
Translation differences	—	—	48	13	61
Balance at December 31, 2020	2,865,308	207,069	52,955	1,759	3,127,091
At January 1, 2021
Cost	4,608,326	207,069	113,859	5,189	4,934,443
Depreciation & impairment losses	(1,743,018)	—	(60,904)	(3,430)	(1,807,352)
Net carrying amount	2,865,308	207,069	52,955	1,759	3,127,091
Acquisitions	56,111	356,951	23,476	142	436,680
Disposals and cancellations	(39,522)	—	—	—	(39,522)
Depreciation charges	(296,837)	—	(47,387)	(680)	(344,904)
Transfers	382,727	(382,727)	—	—	—
Translation differences	—	—	(43)	(3)	(46)
Balance at December 31, 2021	2,967,787	181,293	29,001	1,218	3,179,299
At December 31, 2021
Cost	4,875,811	181,293	53,226	5,244	5,115,574
Depreciation & impairment losses	(1,908,024)	—	(24,225)	(4,026)	(1,936,275)
Net carrying amount	2,967,787	181,293	29,001	1,218	3,179,299

The adoption of IFRS 16 as of January 1, 2019 (see Note 1.20), resulted in the recognition of right-of-use assets of $87.6 million on the balance sheet which are included under the heading Adoption IFRS 16.

On October 27, 2020 and November 6, 2020, the Company entered into a time charter agreement for two Suezmaxes, Marlin Sardinia and Marlin Somerset (see Note 20). In accordance with IFRS, the Group recognized a right-of-use asset of $24.9 million.

In 2021, the Group completed an intensive dry dock program to take advantage of the current challenging freight rate background. The Aegean, Alboran, Alex, Alice, Andaman, Anne, Antigone, Aquitaine, Arafura, Aral, Ardeche, Cap Charles,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Cap Guillaume, Cap Leon, Cap Philippe, Cap Victor, Desirade, Donoussa, Drenec, Heron, Hirado, Sandra, Sara, Selena and Stella have been dry-docked in 2021 (18 VLCCs and seven Suezmaxes). The cost of planned repairs is capitalized and included under the heading Acquisitions.

During 2021, four newbuilding VLCCs were delivered from DSME shipyard for an aggregate amount of $382.7 million. In January 2021, Euronav took delivery of the first two newbuildings, Delos (2021 - 300,200 dwt) and Diodorus (2021 - 300,200 dwt). In March 2021, Euronav took delivery of the third and fourth newbuilding, Doris (2021 - 300,200 dwt) and Dickens (2021 - 300,200 dwt). These four vessels were previously reported as vessels under construction as at December 31, 2020.

The Group had eight vessels under construction at December 31, 2021 for an aggregate amount of $181.3 million (2020: four vessels under construction). The amounts presented within "vessels under construction" relate to three Eco-type VLCCs and five Eco-Type Suezmaxes.

Disposal of assets – Gains/losses

(in thousands of USD)	Sale price	Book Value	Gain	Loss
Felicity - Sale	42,000	42,000	—	—
Compatriot - Sale	6,615	6,173	442	—
VK Eddie - Sale	37,620	23,212	14,408	—
Other	29	—	29	(75)
At December 31, 2019	86,264	71,385	14,879	(75)
	Sale price	Book Value	Gain	Loss
Finesse - Sale	21,003	12,705	8,298	—
Cap Diamant - Sale	20,072	7,242	12,830	—
TI Hellas - Sale	37,000	35,400	1,600	—
At December 31, 2020	78,075	55,347	22,728	—
	Sale price	Book Value	Gain	Loss
Newton - Sale	35,370	32,953	1,163	—
Filikon - Sale	15,974	6,570	9,404	—
Other	—	—	4,500	—
At December 31, 2021	51,344	39,523	15,068	—

On February 8, 2021, Euronav entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284 dwt) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company recorded a capital gain of $1.2 million in the first quarter of 2021 upon delivery to their new owners on February 22, 2021, which is the portion of the gain related to the rights transferred to the buyer-lessor. Euronav has leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. At the end of the bareboat contract, the vessel will be redelivered to its owners. In accordance with IFRS, the Group recognized a right-of-use-asset of $22.1 million which is included under the heading Acquisitions and a lease liability of $23.4 million (see Note 16).

On May 7, 2021, Euronav sold the Suezmax Filikon (2002 – 149,989 dwt) for a net sale price of $16.0 million. The Company recorded a capital gain of $9.4 million in the second quarter of 2021 upon delivery to its new owner on June 4, 2021.

The other capital gain of $4.5 million relates to the redelivery of the VLCC Nautilus (2006 - 307,284 dwt) as part of the sale and leaseback transaction in December 2016 (see Note 20). The remaining three vessels, Navarin (2007 - 307,284 dwt), Neptun (2007 - 307,284 dwt) and the Nucleus (2007 - 307,284 dwt) are expected to be redelivered in the first quarter of 2022, at which time the remaining $13.5 million capital gain will be booked.

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Impairment

In previous years, Euronav carefully assessed through a detailed approach if the carrying amounts of the vessels would require an impairment. No impairment was booked so far. In 2020, the Group performed the annual impairment test due to two indicators which triggered the requirement for such test, being the significant decline in market rates and the very low share price of the Group. In 2021, both for the CGUs under the tankers segment and the FSO segment (as defined in Note 2), the Group performed a review of the internal as well as external indicators of impairment to consider whether further testing was necessary. During 2021, the market rates for the tanker markets further declined and the net operating losses that were realized have triggered a requirement for the impairment test.

For the FSO segment, the Group concluded that the impairment indicator ‘market rates’ was not applicable following the conclusion of the profitable extension agreements until the end of the FSOs’ useful lives. Hence, the annual impairment test was performed for the defined CGUs under the tankers segment. The recoverable amounts of those CGUs have been determined based on value-in-use calculations using cash flow projections. This exercise is complex and requires various estimates to be made, relating to, among other things, vessel values, future freight rates, earnings from the vessels, discount rates, economic life of vessels and residual values. These assumptions, and in particular for estimating future charter rates, are based on historical trends, current market conditions as well as future expectations, the latter integrating the continuing impact of COVID-19 on the TCE rates and on the oil demand and supply. The same methodology used in previous years was applied which takes into consideration the volatile character of the tanker business by considering a full shipping cycle defined from peak to the next peak level while applying a weighting to the past cycles. The Weighted Average Cost of Capital (WACC) used to calculate the value in use was 5.19%.

The most significant factors that could impact management’s assumptions regarding future time charter equivalent rates include (i) unanticipated changes in demand for transportation of crude oil cargoes, (ii) changes in production or supply of or demand for oil, generally or in specific geographical regions including due to sanction regimes, (iii) the levels of tanker newbuilding orders or the levels of tanker scrappings, (iv) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as the IMO or by individual countries and vessels’ flag states.

The assessment did not indicate that the carrying amount of the CGUs, including right of use assets, may be higher than its recoverable amount. Whilst no impairment is required this year, we cannot assure this will be also the case in the future. Any impairment charge incurred could negatively affect our financial condition, operating results, the value of our shares and amount of dividend.

With an increase of the WACC of 200bps to 7.19%, the analysis would also indicate that the carrying amount of the vessels as of December 31, 2021, is not impaired. The weighting and forecasting on the ongoing cycle are based on management judgment, analyst reports and past experience for the next two years (2022 – 2023). Using the peak-to-peak excluding forecast or the last completed cycle would not lead to an impairment. Using the ongoing cycle including forecast would lead to an impairment of $1.4 million.

When using the 10-year historical charter rates in this impairment analysis, the impairment analysis indicates that an impairment is required for the tanker fleet of $0.9 million (2020: $0.7 million). When using the 5-year historical charter rates in this impairment analysis, the impairment analysis indicates that an impairment is required for the tanker fleet of $7.1 million (2020: $2.4 million). When using the 3-year historical charter rates in this impairment analysis, the impairment analysis indicates that an impairment is required for the tanker fleet of $1.2 million (2020: no impairment), and when using 1-year historical charter rates in this impairment analysis, the impairment analysis indicates that an impairment is required for the tanker fleet of $28.8 million (2020: no impairment).

Security

All tankers financed with bank loans are subject to a mortgage to secure bank loans (see Note 16).

Capital commitment

As at December 31, 2021 the Group's total capital commitments amounts to $414.3 million (December 31, 2020: $172.1 million capital commitments). These capital commitments relate to five Suezmax and three VLCC newbuilding contracts. The capital commitments can be detailed as follows:

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(in thousands of USD)	Total	2022	2023	2024
Commitments in respect of VLCCs	223,840	55,960	167,880	—
Commitments in respect of Suezmaxes	190,425	57,639	99,589	33,196
Commitments in respect of FSOs	—	—	—	—
Total	414,265	113,599	267,469	33,196

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Note 9 - Deferred tax assets and liabilities

Recognized deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

(in thousands of USD)	ASSETS	LIABILITIES	NET
Employee benefits	29	—	29
Unused tax losses & tax credits	27,650	—	27,650
Unremitted earnings	—	(26,322)	(26,322)
	27,679	(26,322)	1,357
Offset	(26,322)	26,322
Balance at December 31, 2020	1,357	—
Employee benefits	23	—	23
Unused tax losses & tax credits	66,304	—	66,304
Unremitted earnings	—	(64,781)	(64,781)
	66,327	(64,781)	1,546
Offset	(64,781)	64,781
Balance at December 31, 2021	1,546	—

Unrecognized deferred tax assets and liabilities

Deferred tax assets and liabilities have not been recognized in respect of the following items:

(in thousands of USD)	December 31, 2021		December 31, 2020
	ASSETS	LIABILITIES	ASSETS	LIABILITIES
Deductible temporary differences	291	—	38	—
Taxable temporary differences	—	(12,162)	—	(12,162)
Tax losses & tax credits	29,753	—	64,923	—
	30,044	(12,162)	64,961	(12,162)
Offset	(12,162)	12,162	(12,162)	12,162
Total	17,882	—	52,799	—

The unrecognized deferred tax assets in respect of tax losses and tax credits relates to tax losses carried forward, investment deduction allowances and excess dividend received deduction. Tax losses and tax credits have no expiration date.

The decrease in unrecognized deferred tax assets is mainly related to the use of investment deduction allowances in 2021.

A deferred tax asset (DTA) is recognized for unused tax losses and tax credits carried forward, to the extent that it is probable that future taxable profits will be available. The Group considers future taxable profits as probable when it is more likely than not that taxable profits will be generated in the foreseeable future. When determining whether probable future taxable profits are available the probability threshold is applied to portions of the total amount of unused tax losses or tax credits, rather than the entire amount.

Given the nature of the tonnage tax regime, the Group has a substantial amount of unused tax losses and tax credits for which no future taxable profits are probable and therefore no DTA has been recognized.

No deferred tax liabilities have been recognized for temporary differences related to vessels for which the Group expects that the reversal of these differences will not have a tax effect.

In December 2017, changes to the Belgian corporate income tax rate were enacted, lowering the rate to 29.58% as from 2018 and to 25% from 2020. These changes have been reflected in the calculation of the amounts of deferred tax assets and liabilities in respect of Belgian Group entities as at December 31, 2021 and December 31, 2020.

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Movement in deferred tax balances during the year

(in thousands of USD)	Balance at Jan 1, 2019	Recognized in income	Recognized in equity	Translation differences	Balance at Dec 31, 2019
Employee benefits	37	(10)	—	(1)	26
Unused tax losses & tax credits	2,218	474	—	(3)	2,689
Total	2,255	464	—	(4)	2,715
	Balance at Jan 1, 2020	Recognized in income	Recognized in equity	Translation differences	Balance at Dec 31, 2020
Employee benefits	26	—	—	3	29
Unused tax losses & tax credits	2,689	(1,369)	—	8	1,328
Total	2,715	(1,369)	—	11	1,357
	Balance at Jan 1, 2021	Recognized in income	Recognized in equity	Translation differences	Balance at Dec 31, 2021
Employee benefits	29	(4)	—	(2)	23
Unused tax losses & tax credits	1,328	201	—	(6)	1,523
Total	1,357	197	—	(8)	1,546

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Note 10 - Non-current receivables

(in thousands of USD)	December 31, 2021	December 31, 2020
Shareholders loans to joint ventures	30,242	33,936
Derivatives	6,392	2
Other non-current receivables	14,426	14,434
Lease receivables	4,578	6,681
Investment	1	1
Total non-current receivables	55,639	55,054

The decrease in shareholders loans to joint ventures is mainly due to scheduled repayments of the shareholders loan to TI Africa Ltd (see Note 25).

The derivatives as of December 31, 2021 relate to the fair market value of the Interest Rate Swaps in connection with the financing for the long term charter parties with Valero for two Suezmaxes (Cap Corpus Christi and Cap Port Arthur) and Interest Rate Swaps in connection with the $713.0 million sustainability linked loan (see Note 14).

The other non-current receivables mainly relate to the issuance of a bank guarantee for the amount of $12.3 million through a cash deposit in the context of the enforcement proceedings lodged by Unicredit on January 15, 2021 (see Note 21).

The lease receivables relate to the subleases of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).

The maturity date of the non-current receivables is as follows:

(in thousands of USD)	December 31, 2021	December 31, 2020
Receivable:
Within two years	2,294	2,100
Between two and three years	20,368	2,305
Between three and four years	9,157	18,862
Between four and five years	—	2,764
More than five years	23,820	29,023
Total non-current receivables	55,639	55,054

Because the shareholders loans are perpetual non-amortizing loans, these non-current receivables are presented as maturing after 5 years with the exception of the shareholders loans to Bari Shipholding Ltd. which will mature in 2024.

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Note 11 - Bunker inventory

In addition to bunker fuel stored on board of the Euronav vessels, the Group purchases and stores compliant fuel on board of a Euronav vessel, the ULCC Oceania, so that there is a safe, high quality inventory available for the use of its own fleet. The Group has set up a Bunker Fuel Management Group to manage this fuel oil exposure relating to the IMO 2020 requirements, which require the vessels to operate with low Sulphur fuel (LSFO), unless equipped with scrubbers.

The bunker inventory is accounted for at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost includes: the purchase price, initial fuel inspection costs, the transport and handling costs for loading the bunker on our vessel and the effective portion of the change in fair value of derivatives (see Note 14) designated as cashflow hedge of the underlying index between commitment and pricing. The latter is applicable to 2020, in 2021 all fuel derivatives were measured at fair value with fair value changes recognized in the consolidated statement of profit or loss.

In the course of 2021, the Company purchased an additional 269,677 metric tonnes (2020: 179,927 metric ton) of compliant fuel for an amount of $140.1 million (2020: $49.7 million) (all costs included). As of December 31, 2021 the carrying amount of the total bunker inventory amounted to $69.0 million (2020: $75.8 million) of which $45.0 million (2020: $57.7 million) was the carrying amount of the bunker inventory related to the purchase and storage of compliant fuel oil inventory on board of the Oceania.

The compliant fuel has already been partially transferred to our fleet and will continue to be transferred and used in the course of 2022. $17.4 million (2020: $22.7 million) has been recognized as bunker expense in the consolidated statement of profit or loss during 2021 which is included under voyage expenses and commissions (as discussed in Note 5). As of December 31, 2021 the carrying amount of the bunker inventory on board of our vessels amounted to $24.0 million (2020: $18.1 million). Bunkers delivered to vessels operating in the TI Pool, are sold to the TI Pool at market price and bunkers on board of these pooled vessels are no longer shown as bunker inventory but as trade and other receivables.

In compliance with the accounting policy no write-down had to be considered at the end of December 31, 2021, the net realizable value remained positive as a positive EBITDA was realized in 2021 for our fleet and the Group expects for 2022 the same based on the forecasted TCE rates, the same as used in the impairment analysis.

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Note 12 - Trade and other receivables - current

(in thousands of USD)	December 31, 2021	December 31, 2020
Receivable from contracts with customers	55,704	70,658
Receivable from contracts with customers - TI Pool	139,672	99,236
Accrued income	8,480	8,149
Accrued interest	580	441
Deferred charges	22,083	21,239
Deferred fulfillment costs	1,156	714
Other receivables	7,977	12,046
Lease receivables	2,091	1,981
Derivatives	2	15
Total trade and other receivables	237,745	214,479

The decrease in receivables from contracts with customers mainly relates to a lower outstanding amount of bunker offloadings from the vessel Oceania to Tankers International and CMB.

The increase in receivables from contracts with customers - TI Pool relates to income to be received by the Group from the Tankers International Pool. These amounts increased in 2021 mainly due to a higher number of vessels in the TI Pool compared to December 31, 2020 and an increase in working capital per vessel.

Fulfillment costs represent primarily bunker costs incurred between the date on which the contract of a spot voyage charter was concluded and the next load port. These expenses are deferred according to IFRS 15 Revenue from Contracts with Customers and are amortized on a systematic basis consistent with the pattern of transfer of service. Increase is mainly due to a higher bunker price compared to 2020.

The decrease in other receivables is mainly due to the refund of Greek tonnage tax paid for Belgian and French flag vessels related to the years 2016-2019 and two Hull and Machinery claims which have been settled in 2021.

The lease receivables relate to the sublease of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc).

For currency and credit risk, we refer to Note 19.

Note 13 - Cash and cash equivalents

(in thousands of USD)	December 31, 2021	December 31, 2020
Bank deposits	—	—
Cash at bank and in hand	152,528	161,478
TOTAL	152,528	161,478

No bank deposits were held at December 31, 2021 and December 31, 2020 due to very low interest rates. All cash is in different banks which all have a high credit rating.

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Note 14 - Equity

Number of shares issued

(in shares)	December 31, 2021	December 31, 2020	December 31, 2019
On issue at January 1	220,024,713	220,024,713	220,024,713
On issue at December 31 - fully paid	220,024,713	220,024,713	220,024,713

As at December 31, 2021, the share capital is represented by 220,024,713 shares. The shares have no nominal value.

As at December 31, 2021, the authorized share capital not issued amounts to $83,898,616 (2020 and 2019: $83,898,616) or the equivalent of 77,189,888 shares (2020 and 2019: 77,189,888 shares).

The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at the shareholders' meetings of the Group.

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

Hedging reserve

The hedging instruments were as follows:

	2021
(in thousands of USD)	Notional Value	Fair Value - Assets	Fair Value - Liabilities	Change recognized in OCI
Interest rate swaps
$220.0 million facility	39,513	—	(462)	1,902
$173.6 million facility - Cap Quebec and Cap Pembroke	63,490	—	(2,987)	2,968
$173.6 million facility - Cap Corpus Christi and Cap Port Arthur	66,817	1,353	—	1,614
$713.0 million facility	237,222	5,039	—	4,665
Forward cap contracts
Cap options	200,000	2	—	605

The Group, through two of its JV companies in connection to the $220.0 million facility raised in March 2018 (Note 16), entered on June 29, 2018 in several Interest Rate Swaps (IRSs) for a combined notional value of $208.8 million (Euronav’s share amounts to 50%). These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have a remaining duration between six and nine months matching the repayment profile of that facility and mature on July 21, 2022 and September 22, 2022 for FSO Asia and FSO Africa respectively. The notional value of these instruments at December 31, 2021 amounted to $39.5 million. The fair value of these instruments at December 31, 2021 amounted to $(0.5) million (100%), of which $1.9 million was reflected in OCI at the level of the JV companies in 2021 (Note 25).

The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Quebec and Cap Pembroke), entered on March 28, 2018 and April 20, 2018, in two IRSs for a combined notional value of $86.8 million. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have the same duration as the long term charter parties matching the repayment profile of the underlying $173.6 million facility and mature on March 28, 2025. The notional value of these instruments at December 31, 2021 amounted to $63.5 million. The fair value of these instruments at December 31, 2021 amounted to $(3.0) million (see Note 18) and $3.0 million has been recognized in OCI in 2021.

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The Group entered on December 7, 2018 into two forward cap contracts (CAPs) with a strike at 3.25% starting on October 1, 2020, to hedge against future increase of interest rates with a notional value of $200.0 million and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These CAPs have a maturity date at October 3, 2022. The notional value of these instruments at December 31, 2021 amounted to $200.0 million. The fair value of these instruments at December 31, 2021 amounted to $2 thousand (see Note 12) and $0.6 million has been recognized in OCI in 2021.

During 2021 and 2020, the Group entered into several commodity swaps and futures in connection with its low sulfur fuel oil project for a combined notional value of $140.1 million and $25.8 million, respectively. These swaps are used to hedge a potential increase in the index underlying the price of low sulfur fuel between the purchase date and the delivery date of the product, i.e. when title to the low sulfur fuel is actually transferred. These instruments qualified as hedging instruments in a cash flow hedge relationship under IFRS9. These instruments were measured at their fair value; effective changes in fair value were recognized in OCI and the ineffective portion was recognized in profit or loss during 2020. As from 2021, all changes were recognized in profit or loss. All swaps were settled in 2021 and 2020 upon delivery of the fuel.

The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Corpus Christi and Cap Port Arthur), entered on October 26, 2020 in two IRSs for a combined notional value of $70.1 million with effective date in 2021. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have the same duration as the long term charter parties matching the repayment profile of the underlying $173.6 million facility and mature on September 28, 2025. The notional value of these instruments at December 31, 2021 amounted to $66.8 million. The fair value of these instruments at December 31, 2021 amounted to $1.4 million (see Note 10) and $1.6 million has been recognized in OCI in 2021.

The Group entered in the second half of 2020 in six Interest Rate Swaps (IRSs) for a combined notional value of $237.2 million with effective date in 2021. These IRSs are used to hedge the risk related to the fluctuation of the LIBOR rate in connection with the new $713.0 million sustainability linked loan and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs mature on March 11, 2025. The notional value of these instruments at December 31, 2021 amounted to $237.2 million. The fair value of these instruments at December 31, 2021 amounted to $5.0 million (see Note 10) and $4.7 million has been recognized in OCI in 2021.

Treasury shares

As of December 31, 2021 Euronav owned 18,346,732 of its own shares, compared to 18,346,732 of shares owned on December 31, 2020. In the twelve months period ended December 31, 2021, Euronav did not buy back any shares.

Distributions

During its meeting of May 4, 2021 the Supervisory Board of Euronav approved an interim dividend for the first quarter of 2021 of $0.03 per share. The interim dividend of $0.03 per share was payable as from June 3, 2021. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On May 20, 2021, the Annual Shareholders' meeting approved a full year dividend for 2020 of $1.40 per share. Taking into account the interim dividends paid based on the Group's policy to return 80% of the net income to shareholders, no closing dividend was paid.

During its meeting of August 10, 2021, the Supervisory Board of Euronav approved an interim dividend for the second quarter of 2021 of $0.03 per share. The interim dividend of $0.03 per share was payable as from September 8, 2021. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

During its meeting of November 4, 2021, the Supervisory Board of Euronav approved an interim dividend for the third quarter of 2021 of $0.03 per share. The interim dividend of $0.03 per share was payable as from November 30, 2021. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.

On November 10, 2021, a shareholders meeting decided to make the issue premium reserve account available for distribution. On February 1, 2022, the Supervisory Board of Euronav proposed a fixed distribution of $0.03 per share related to the fourth quarter of 2021 which will be paid via a repayment from that issue premium reserve. This distribution

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approach will be optimal for shareholders as Euronav anticipates there will be zero withholding tax associated with such a payment. The mechanism for this distribution will require shareholder approval at the Annual Shareholders' meeting to be held on May 19, 2022.

On March 25, 2022, the Supervisory Board proposed the Annual Shareholders' meeting to be held on May 19, 2022, to approve a full year dividend for 2021 of $0.09 per share and a distribution of $0.03 per share via the issue premium reserve. Taking into account the interim dividends paid based on the Group’s policy to target a return of 80% of the net income to shareholders, no closing dividend will be paid.

The total amount of dividends paid in 2021 was $24.2 million ($352.0 million in 2020).

Long term incentive plan 2015

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2015 a long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years and 60% in the form of restricted stock units (RSU's), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015.

Long term incentive plan 2016

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016.

Long term incentive plan 2017

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017.

Long term incentive plan 2018

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018.

Transaction Based Incentive Plan 2019

The Group’s Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 a transaction-based incentive plan for key management personnel. Under the terms of this TBIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value (FMV) of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.

Long term incentive plan 2019

The Group’s Board of Directors (as of February 2020 Supervisory Board) implemented in 2019 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three

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equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. In total 152,346 RSUs were granted on April 1, 2019.

Long term incentive plan 2020

The Group’s Supervisory Board implemented in 2020 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2020) and will be settled in shares. In total 144,392 RSUs were granted on April 1, 2020.

Long term incentive plan 2021

The Group’s Supervisory Board implemented in 2021 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav RSUs. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2021) and will be settled in shares. In total 193,387 RSUs were granted on April 1, 2021.

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Note 15 - Earnings per share

Basic earnings per share

The calculation of basic earnings per share was based on a result attributable to ordinary shares and a weighted average number of ordinary shares outstanding during the period ended December 31 of each year, calculated as follows:

Result attributable to ordinary shares

	2021	2020	2019
Result for the period (in USD)	(338,777,184)	473,237,286	112,230,267
Weighted average number of ordinary shares	201,677,981	210,193,707	216,029,171
Basic earnings per share (in USD)	(1.68)	2.25	0.52

Weighted average number of ordinary shares

(in shares)	Shares issued	Treasury shares	Shares outstanding	Weighted number of shares
On issue at January 1, 2019	220,024,713	1,237,901	218,786,812	218,786,812
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	3,708,315	(3,708,315)	(2,757,641)
Withdrawal of treasury shares	—	—	—	—
Sales of treasury shares	—	—	—	—
On issue at December 31, 2019	220,024,713	4,946,216	215,078,497	216,029,171
On issue at January 1, 2020	220,024,713	4,946,216	215,078,497	215,078,497
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	13,400,516	(13,400,516)	(4,884,790)
Withdrawal of treasury shares	—	—	—	—
Sales of treasury shares	—	—	—	—
On issue at December 31, 2020	220,024,713	18,346,732	201,677,981	210,193,707
On issue at January 1, 2021	220,024,713	18,346,732	201,677,981	201,677,981
Issuance of shares	—	—	—	—
Purchases of treasury shares	—	—	—	—
Withdrawal of treasury shares	—	—	—	—
Sales of treasury shares	—	—	—	—
On issue at December 31, 2021	220,024,713	18,346,732	201,677,981	201,677,981

Diluted earnings per share

For the twelve months ended December 31, 2021, the diluted earnings per share (in USD) amount to (1.68) (2020: 2.25 and 2019: 0.52). At December 31, 2021, December 31, 2020 and December 31, 2019, 236,590 options issued under the LTIP 2015 were excluded from the calculation of the diluted weighted average number of shares because these 236,590 options were out-of-the money and have been considered as anti-dilutive. At December 31, 2021, the 59,161 vested RSUs under the LTIP 2019 and 36,098 vested RSUs under the LTIP 2020 have been considered as dilutive, as these are only subject to the passage of time and therefore no longer contingent.

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Weighted average number of ordinary shares (diluted)

The table below shows the potential weighted number of shares that could be created if all stock options and restricted stock units were to be converted into ordinary shares.

(in shares)	2021	2020	2019
Weighted average of ordinary shares outstanding (basic)	201,677,981	210,193,707	216,029,171
Effect of Share-based Payment arrangements	95,259	12,696	—
Weighted average number of ordinary shares (diluted)	201,773,240	210,206,403	216,029,171

There are no more remaining outstanding instruments at December 31, 2021, December 31, 2020 and December 31, 2019 which can give rise to dilution, except for the Euronav stock options of LTIP 2015 and the RSUs of the LTIP 2019 and LTIP 2020.

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Note 16 - Interest-bearing loans and borrowings

(in thousands of USD)	Bank loans	Other notes	Lease liabilities	Other borrowings	Total
More than 5 years	628,711	—	1,652	—	630,363
Between 1 and 5 years	545,233	198,571	41,509	107,978	893,291
More than 1 year	1,173,944	198,571	43,161	107,978	1,523,654
Less than 1 year	49,507	—	32,463	139,235	221,205
At January 1, 2020	1,223,451	198,571	75,624	247,213	1,744,859
New loans	630,000	—	25,703	263,827	919,530
Scheduled repayments	(88,989)	—	(34,492)	(371,021)	(494,502)
Early repayments	(905,000)	(1,000)	—	—	(906,000)
Other changes	(2,602)	708	—	—	(1,894)
Translation differences	—	—	86	11,334	11,420
Balance at December 31, 2020	856,860	198,279	66,921	151,353	1,273,413
More than 5 years	631,044	—	—	—	631,044
Between 1 and 5 years	205,274	198,279	21,172	100,056	524,781
More than 1 year	836,318	198,279	21,172	100,056	1,155,825
Less than 1 year	20,542	—	45,749	51,297	117,588
Balance at December 31, 2020	856,860	198,279	66,921	151,353	1,273,413
	Bank loans	Other notes	Lease liabilities	Other borrowings	Total
More than 5 years	631,044	—	—	—	631,044
Between 1 and 5 years	205,274	198,279	21,172	100,056	524,781
More than 1 year	836,318	198,279	21,172	100,056	1,155,825
Less than 1 year	20,542	—	45,749	51,297	117,588
At January 1, 2021	856,860	198,279	66,921	151,353	1,273,413
New loans	937,825	200,000	24,729	371,755	1,534,309
Scheduled repayments	(27,232)	—	(52,550)	(316,069)	(395,851)
Early repayments	(567,000)	(131,800)		—	(698,800)

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Other changes	4,695	(2,559)	—	—	2,136
Translation differences	—	—	(49)	(2,978)	(3,027)
Balance at December 31, 2021	1,205,148	263,920	39,051	204,061	1,712,180
More than 5 years	102,419	—	74	—	102,493
Between 1 and 5 years	1,073,416	196,895	16,685	86,198	1,373,194
More than 1 year	1,175,835	196,895	16,759	86,198	1,475,687
Less than 1 year	29,313	67,025	22,292	117,863	236,493
Balance at December 31, 2021	1,205,148	263,920	39,051	204,061	1,712,180

The amounts shown under "New Loans" and "Early Repayments" related to bank loans include drawdowns and repayments under revolving credit facilities during the year.

The amounts shown under "New Loans" related to lease liabilities is mainly attributable to the sale and leaseback agreement for the VLCC Newton. In accordance with IFRS, the Group recognized a lease liability of $23.4 million. For more details, see Note 8.

Bank Loans

On August 19, 2015, the Group entered into a $750.0 million senior secured amortizing revolving credit facility with a syndicate of banks. The facility is available for the purpose of (i) refinancing 21 vessels; (ii) financing four newbuilding VLCCs vessels as well as (iii) Euronav's general corporate and working capital purposes. The credit facility will mature on 1 July 2022 and carries a rate of LIBOR plus a margin of 195 bps. As of December 31, 2021 and December 31, 2020, the outstanding balance under this facility was $0.0 million and $0.0 million, respectively. This facility is currently secured by eight of our wholly-owned vessels.

On December 16, 2016, the Group entered into a $409.5 million senior secured amortizing revolving credit facility for the purpose of refinancing 11 vessels as well as Euronav's general corporate purposes. The credit facility was used to refinance the $500 million senior secured credit facility dated March 25, 2014 and will mature on January 31, 2023 carrying a rate of LIBOR plus a margin of 2.25%. Following the sale and lease back of the VLCC Nautica, Nectar and Noble in December 2019, the total revolving credit facility was reduced by $56.9 million. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $65.0 million and $65.0 million, respectively. The credit facility is secured by seven vessels.

On January 30, 2017, the Group signed a loan agreement for a nominal amount of $110.0 million with the purpose of financing the Ardeche and the Aquitaine. On April 25, 2017, following a successful syndication, the loan was replaced with a new Korean Export Credit facility for a nominal amount of $108.5 million with Korea Trade Insurance Corporation (K-sure) as insurer. The new facility is comprised of (i) a $27.1 million commercial tranche, which bears interest at LIBOR plus a margin of 1.95% per annum and (ii) a $81.4 million tranche insured by K-sure which bears interest at LIBOR plus a margin of 1.50% per annum. The facility is repayable over a term of 12 years, in 24 installments at successive six month intervals, each in the amount of $3.6 million together with a balloon installment of $21.7 million payable with the 24th installment on January 12, 2029. The K-sure insurance premium and other related transaction costs for a total amount of $3.2 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $76.0 million and $83.2 million, respectively in aggregate. This facility is secured by the VLCCs the Ardeche and the Aquitaine. The facility agreement also contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days’ notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.

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On March 22, 2018, the Group signed a senior secured credit facility for an amount of $173.6 million with Kexim, BNP and Credit Agricole Corporate and Investment bank acting also as Agent and Security Trustee. The purpose of the loan was to finance up to 70 per cent of the aggregate contract price of the four Ice Class Suezmax vessels that were delivered over the course of 2018. The new facility was comprised of (i) a $69.4 million commercial tranche, which bears interest at LIBOR plus a margin of 2.0% per annum and (ii) a $104.2 million ECA tranche which bears interest at LIBOR plus a margin of 2.0% per annum. The commercial tranche is repayable by 24 equal consecutive semi-annual installments, each in the amount of $0.6 million per vessel together with a balloon installment of $3.5 million payable with the 24th and last installment on August 24, 2030. The ECA tranche is repayable by 24 consecutive semi-annual installments, each in the amount of $1.1 million per vessel and last installment on August 24, 2030. Transaction costs for a total amount of $1.6 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $130.3 million and $143.6 million, respectively. Lenders of the facility have a put option on the 7th anniversary of the facility, for which a notice has to be served 13 months in advance requesting a prepayment of their remaining contribution. After receiving notice, the Group will have to either repay the relevant contribution on the 7th year anniversary or to transfer this contribution to another acceptable lender. The put option can only be exercised if the employment of the vessel at that time is not satisfactory to the lenders.

On September 7, 2018, the Group signed a senior secured credit facility for an amount of $200.0 million. The Group used the proceeds of this facility to refinance all remaining indebtedness under the $581.0 million senior secured loan facility, the $67.5 million secured loan facility (Larvotto), and the $76.0 million secured loan facility (Fiorano). This facility is secured by nine of our wholly-owned vessels. This revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final $55.0 million repayment is due at maturity in 2025. This facility bears interest at LIBOR plus a margin of 2.0% per annum plus applicable mandatory costs. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $55.0 million and $55.0 million, respectively.

On June 27, 2019, the Group entered into a $100.0 million senior secured amortizing revolving credit facility with a syndicate of banks of which ABN Amro Bank also acting as Coordinator, Agent and Security Trustee. The facility, secured by the Oceania and the bunker inventory bought in anticipation of the new IMO legislation starting in January 1, 2020, was due to mature on December 31, 2021 and carried a rate of LIBOR plus a margin of 2.10%. On June 30, 2021, the Group terminated the facility. As of December 31, 2020, the outstanding balance on this facility was $0.0 million and was not used any longer during the first half year of 2021.

On August 28, 2019, the Group entered into a $700.0 million senior secured amortizing revolving credit facility with a syndicate of banks and Nordea Bank Norge SA acting as Agent and Security Trustee for the purpose of refinancing all remaining indebtedness under the $633.5 million senior secured loan facility. The credit facility will mature on January 31, 2026 carrying a rate of LIBOR plus margin of 1.95%. The facility is secured by 13 of our wholly-owned vessels. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $370.0 million and $345.0 million, respectively.

On September 11, 2020, the Group entered into a $713.0 million sustainability-linked loan with specific targets to emission reduction. This facility is secured by 16 of our wholly-owned vessels, 13 VLCCs and three Suezmaxes. The credit facility will mature on March 31, 2026 and carries a rate of LIBOR plus a margin of 2.35%. The facility consist of (i) a revolver of $469.0 million to refinance the $340.0 million senior secured credit facility and part of the $750.0 million senior secured credit facility and (ii) a term loan of $244.0 million to finance the acquisition of four newbuilding VLCCs which were delivered in the first quarter of 2021. The revolver commitment includes terms with specific targets to reduce our GHG emissions with compliance being rewarded with a reduced interest coupon by five basis points. As of December 31, 2021 and December 31, 2020, the outstanding balance on this facility was $524.1 million and $185.0 million, respectively.

On April 7, 2021, the Group entered into an 80 million Euro ($100 million) unsecured revolving credit facility. This new facility has been concluded with a range of commercial banks and the support of Gigarant, with sustainability and emission reductions as a component of the margin pricing. A range of measurable sustainability features such as year-on-year reduction in carbon emissions starting from 2021 will be supported by compliance with the Poseidon principles. The facility will have a duration of minimum three years, with two one-year extension options. As of December 31, 2021, the outstanding balance on this facility was $0.0 million.

On December 2, 2021, the Group entered into a secured $73.45 million sustainability-linked loan at LIBOR to finance two newbuilding Suezmaxes which have been delivered in the first quarter of 2022. The loan has been concluded with DNB and includes sustainability and emission reductions as a component of the margin pricing. The conclusion of this funding brings

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facilities with an integrated sustainability component to 41% of Euronav’s commercial bank financing. The facility will have a duration of six years. As of December 31, 2021, the outstanding balance on this facility was $0.0 million.

Undrawn borrowing facilities

At December 31, 2021, Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to $595.3 million (2020: $940.4 million), of which $169.8 million will mature within 12 months.

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Terms and debt repayment schedule

The terms and conditions of outstanding loans were as follows:

(in thousands of USD)				December 31, 2021			December 31, 2020
	Curr	Nominal interest rate	Year of mat.	Facility size	Drawn	Carrying value	Facility size	Drawn	Carrying value
Secured vessels Revolving loan 750M*	USD	LIBOR + 1.95%	2022	8,474	—	(231)	45,958	—	(871)
Secured vessels Revolving loan 409.5M*	USD	LIBOR + 2.25%	2023	125,880	65,000	64,544	175,605	65,000	63,997
Secured vessels loan 27.1M	USD	LIBOR + 1.95%	2029	25,102	25,102	25,102	25,554	25,554	25,554
Secured vessels loan 81.4M	USD	LIBOR + 1.50%	2029	50,883	50,883	49,454	57,667	57,667	55,918
Secured vessels loan 69.4M	USD	LIBOR + 2.0%	2030	54,379	54,379	54,379	59,007	59,007	59,007
Secured vessels loan 104.2M	USD	LIBOR + 2.0%	2030	75,928	75,928	75,071	84,606	84,606	83,562
Secured vessels Revolving loan 200.0M*	USD	LIBOR + 2.0%	2025	123,032	55,000	54,245	148,688	55,000	53,876
Secured vessels Revolving loan 100.0M*	USD	LIBOR + 2.10%	2021	—	—	—	100,000	—	(479)
Secured vessels Revolving loan 700.0M*	USD	LIBOR + 1.95%	2026	602,320	370,000	364,987	651,160	345,000	338,765
Secured vessels Revolving loan 713.0M*	USD	LIBOR + 2.35%	2026	649,695	524,135	518,568	469,000	185,000	177,529
Secured vessels loan 73.45M	USD	LIBOR + 1.80%	2028	—	—	(508)	—	—	—
Unsecured Revolving loan 80M	EUR	LIBOR + 1.50%	2026	100,000	—	(463)	—	—	—
Total interest-bearing bank loans				1,815,693	1,220,428	1,205,148	1,817,246	876,834	856,860

* The total amount available under the revolving loan Facilities depends on the total value of the fleet of tankers securing the facility.

The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan. For further information, we refer to Note 19.

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Other notes

(in thousands of USD)				December 31, 2021			December 31, 2020
	Curr	Nominal interest rate	Year of mat.	Facility size	Drawn	Carrying value	Facility size	Drawn	Carrying value
Unsecured notes	USD	7.50%	2022	67,200	67,200	67,025	200,000	199,000	198,279
Unsecured notes	USD	6.25%	2026	200,000	200,000	196,895	—	—	—
Total other notes				267,200	267,200	263,920	200,000	199,000	198,279

On June 14, 2019, the Group successfully completed a tap issue of $50 million under its existing senior unsecured bonds. The bonds have the same maturity date and carry the same coupon of 7.50%. The tap issue was priced at 101% of par value. Arctic Securities AS, DNB Markets and Nordea acted as joint lead managers in connection with the placement of the tap issue. The related transaction costs of $675,000 are amortized over the lifetime of the instrument using the effective interest rate method as well as the above par issuance of $500,000. In the course of the first quarter of 2020, the company bought back 10 notes of its $200 million fixed rate senior unsecured notes, due 2022. The face value of each cash bond is $100,000 and the company paid an average of $85,000.

On September 2, 2021, the Group announced a successful placement of a new $200 million senior unsecured bonds. The bonds mature in September 2026 and carry a coupon of 6.25%. An application has been made for the bonds to be listed on Oslo Stock Exchange. The related transaction costs of $3.3 million are amortized over the lifetime of the instrument using the effective interest rate method. The net proceeds from the bond issue will be used for general corporate purposes and/or refinancing of the existing $200 million bond (ISIN: NO0010793888) maturing in May 2022. As part of this transaction Euronav bought back $132 million of the $200 million senior bonds issued in 2017 and due to mature in May 2022. DNB Markets, Nordea, SEB and Arctic Securities AS acted as joint bookrunners in connection with the placement of the bond issue.

On March 18, 2022, the Financial Supervisory Authority of Norway approved the listing on the Oslo Stock Exchange of Euronav Luxembourg S.A.’s $200 million senior unsecured bonds due September 2026.

Other borrowings

On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of 50 million Euro. On October 1, 2018, KBC has been appointed as an additional dealer in the agreement and the maximum amount has been increased from 50 million Euro to 150 million Euro. As of December 31, 2021, the outstanding amount was $104.0 million or 91.8 million Euro (December 31, 2020: $38.7 million or 31.5 million Euro). The Treasury Notes are issued on an as needed basis with different durations not exceeding 1 year, and initial pricing is set to 60 bps over Euribor. The company enters into FX forward contracts to manage the currency risks related to these instruments issued in Euro compared to the USD Group functional currency. The FX contracts have the same nominal amount and duration as the issued Treasury Notes and they are measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss. On December 31, 2021, the fair value of these forward contracts amounted to $(2.9) million (December 31, 2020: $1.2 million).

On December 30, 2019, the Company entered into a sale and leaseback agreement for three VLCCs. The three VLCCs are the Nautica (2008 – 307,284), Nectar (2008 – 307,284) and Noble (2008 – 307,284). The vessels were sold and were leased back under a 54-months bareboat contract at an average rate of $20,681 per day per vessel. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets, and recognized a financial liability equal to the net transfer proceeds of $124.4 million. As of December 31, 2021, the outstanding amount was $100.1 million. At the end of the bareboat contract, the vessels will be redelivered to their new

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owners. Euronav may, at any time on and after the 1st anniversary, notify the owners by serving an irrevocable written notice at least three months prior to the proposed purchase option date of the charterers' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.

The future lease payments for these leaseback agreements are as follows:

(in thousands of USD)	December 31, 2021	December 31, 2020
Less than one year	22,667	22,667
Between one and five years	33,878	56,545
Total future lease payables	56,545	79,211

Transaction and other financial costs

The heading 'Other changes' in the first table of this footnote reflects the recognition of directly attributable transaction costs as a deduction from the fair value of the corresponding liability, and the subsequent amortization of such costs. In 2021, the Group recognized $6.6 million of amortization of financing costs. The Group recognized $0.6 million of directly attributable transaction costs as a deduction from the fair value of the 80.0 million Euro unsecured revolving credit facility entered into April 7, 2021 and $0.5 million of directly attributable transaction costs as a deduction from the fair value of the $73.45 million secured sustainability linked loan entered into December 2, 2021.

Interest expense on financial liabilities measured at amortized cost decreased during the year ended December 31, 2021, compared to 2020 (2021: $(-58.0) million, 2020: $(-60.6) million). Other financial charges increased in 2021 compared to 2020 (2021: $(-14.3) million, 2020: $(-9.9) million) which was mainly due to the repayment of the Nordic bond above pari during 2021.

Interest on lease liabilities (2021: $(-2.4) million, 2020: $(-3.3) million) were recognized due to the adoption of IFRS 16 on January 1, 2019 (see Note 1.20).

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Reconciliation of movements of liabilities to cash flows arising from financing activities

	Liabilities				Equity
	Loans and borrowings	Other Notes	Other borrowings	Lease liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at January 1, 2020	1,223,451	198,571	247,213	75,624	1,941,697	(4,284)	(45,616)	420,058	4,056,714
Changes from financing cash flows
Proceeds from loans and borrowings (Note 16)	630,000	—	—	—	—	—	—	—	630,000
Proceeds from issue of other borrowings (Note 16)	—	—	263,827	—	—	—	—	—	263,827
Purchase treasury shares (Note 14)	—	—	—	—	—	—	(118,488)	—	(118,488)
Repayment of sale and leaseback agreement (Note 16)	—	—	(22,853)	—	—	—	—	—	(22,853)
Transaction costs related to loans and borrowings (Note 16)	(8,083)	—	—	—	—	—	—	—	(8,083)
Repayment of borrowings (Note 16)	(993,989)	(1,000)	—	—	—	—	—	—	(994,989)
Repayment of commercial paper (Note 16)	—	—	(359,295)	—	—	—	—	—	(359,295)
Repayment of lease liabilities (Note 16)	—	—	—	(37,779)	—	—	—	—	(37,779)
Dividend paid	—	—	—	—	—	—	—	(352,041)	(352,041)
Total changes from financing cash flows	(372,072)	(1,000)	(118,321)	(37,779)	—	—	(118,488)	(352,041)	(999,701)
Other changes
Liability-related
Amortization of transaction costs (Note 16)	5,481	787	—	—	—	—	—	—	6,268
Amortization of above par issuance (Note 16)	—	(175)	—	—	—	—	—	—	(175)
Amortization of below par issuance (Note 16)	—	96	—	—	—	—	—	—	96
New leases (Note 16)	—	—	—	25,703	—	—	—	—	25,703
Interest expense (Note 6)	—	—	11,127	3,287	—	—	—	—	14,414
Translation differences (Note 16)	—	—	11,334	86	—	—	—	—	11,420
Total liability-related other changes	5,481	708	22,461	29,076	—	—	—	—	57,726
Total equity-related other changes (Note 14)	—	—	—	—	—	(2,237)	—	472,697	470,460
Balance at December 31, 2020	856,860	198,279	151,353	66,921	1,941,697	(6,521)	(164,104)	540,714	3,585,199

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	Liabilities				Equity
	Loans and borrowings	Other Notes	Other borrowings	Lease liabilities	Share capital / premium	Reserves	Treasury shares	Retained earnings	Total
Balance at January 1, 2021	856,860	198,279	151,353	66,921	1,941,697	(6,521)	(164,104)	540,714	3,585,199
Changes from financing cash flows
Proceeds from loans and borrowings (Note 16)	937,825	200,000	—	—	—	—	—	—	1,137,825
Proceeds from issue of other borrowings (Note 16)	—	—	371,755	—	—	—	—	—	371,755
Repayment of sale and leaseback liability (Note 16)	—	—	(22,667)	—	—	—	—	—	(22,667)
Transaction costs related to loans and borrowings (Note 16)	(1,122)	(3,300)	—	—	—	—	—	—	(4,422)
Repayment of borrowings (Note 16)	(594,232)	(131,800)	—	—	—	—	—	—	(726,032)
Repayment of commercial paper (Note 16)	—	—	(303,426)	—	—	—	—	—	(303,426)
Repayment of lease liabilities (Note 16)	—	—	—	(54,928)	—	—	—	—	(54,928)
Dividend paid	—	—	—	—	—	—	—	(24,212)	(24,212)
Total changes from financing cash flows	342,471	64,900	45,662	(54,928)	—	—	—	(24,212)	373,893
Other changes
Liability-related
Amortization of transaction costs (Note 16)	5,817	887	—	—	—	—	—	—	6,704
Amortization of above par issuance (Note 16)	—	(174)	—	—	—	—	—	—	(174)
Amortization of below par issuance (Note 16)	—	28	—	—	—	—	—	—	28
New leases (Note 16)	—	—	—	24,729	—	—	—	—	24,729
Interest expense (Note 6)	—	—	10,024	2,378	—	—	—	—	12,402
Translation differences (Note 16)	—	—	(2,978)	(49)	—	—	—	—	(3,027)
Total liability-related other changes	5,817	741	7,046	27,058	—	—	—	—	40,662
Total equity-related other changes (Note 14)	—	—	—	—	—	9,370	—	(336,362)	(326,992)
Balance at December 31, 2021	1,205,148	263,920	204,061	39,051	1,941,697	2,849	(164,104)	180,140	3,672,762

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Note 17 - Employee benefits

The amounts recognized in the balance sheet are as follows:

(in thousands of USD)	December 31, 2021	December 31, 2020	December 31, 2019
NET LIABILITY AT BEGINNING OF PERIOD	(7,987)	(8,094)	(4,336)
Recognized in profit or loss	(621)	653	(2,589)
Recognized in other comprehensive income	1,453	(97)	(1,223)
Foreign currency translation differences	316	(449)	54
NET LIABILITY AT END OF PERIOD	(6,839)	(7,987)	(8,094)
Present value of funded obligation	(4,865)	(5,074)	(4,298)
Fair value of plan assets	4,224	3,940	3,241
	(641)	(1,134)	(1,057)
Present value of unfunded obligations	(6,198)	(6,853)	(7,037)
NET LIABILITY	(6,839)	(7,987)	(8,094)
Amounts in the balance sheet:
Liabilities	(6,839)	(7,987)	(8,094)
Assets	—	—	—
NET LIABILITY	(6,839)	(7,987)	(8,094)

Liability for defined benefit obligations

The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement. One plan - the Belgian plan - is fully insured through an insurance company. The second and third - French and Greek plans - are uninsured and unfunded. The unfunded obligations include provisions in respect of LTIP 2017, LTIP 2018, TBIP 2019, LTIP 2019 and LTIP 2020 (see Note 23).

The Group expects to contribute the following amount to its defined benefit pension plans in 2022: $48,043.

The valuation used for the defined contribution plans is the Projected Unit Credit Cost as prescribed by IAS 19 R.

The Group expects to contribute the following amount to its defined contribution pension plans in 2022: $332,649.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 18 - Trade and other payables

(in thousands of USD)	December 31, 2021	December 31, 2020
Advances received on contracts in progress, between 1 and 5 years	503	508
Derivatives	2,987	6,385
Total non-current other payables	3,490	6,893
Trade payables	26,012	27,226
Accrued expenses	38,020	35,321
Accrued payroll	2,160	5,849
Dividends payable	555	565
Accrued interest	6,570	2,959
Deferred income	7,545	13,138
Other payables	3,050	92
Total current trade and other payables	83,912	85,150

The non-current derivatives relate to the interest rate swap derivatives used to hedge the risk related to the fluctuation of the LIBOR rate (see Note 14). The decrease is due to a positive mark-to-market on these IRSs at December 31, 2021.

The increase in accrued expenses is mainly due to a higher amount for bunker invoices to receive compared to December 31, 2020 and certain amounts of December 31, 2020 have been reclassified from accrued payroll to accrued expenses to conform to current period presentation.

The increase in accrued interest is related to the accrual of $3.7 million related to the new Nordic Bond concluded in September 2021.

The decrease in deferred income is due to less deferred freight spot voyage and a lower number of vessels on time charter as of December 31, 2021 compared to December 31, 2020.

The increase in other payables relates to a negative mark-to-market of the currency swaps at December 31, 2021 (see Note 14).

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Note 19 - Financial instruments - Fair values and risk management

Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

	Carrying amount				Fair value
	Fair value - Hedging instruments	Financial assets at amortized cost	Other financial liabilities	Total	Level 1	Level 2	Level 3	Total
December 31, 2020
Financial assets measured at fair value
Forward exchange contracts (Note 16)	1,246	—	—	1,246	—	1,246	—	1,246
Interest rate swaps (Note 10)	2	—	—	2	—	2	—	2
Cap contracts (Note 12)	15	—	—	15	—	15	—	15
	1,262	—	—	1,262
Financial assets not measured at fair value
Non-current receivables (Note 10)	—	48,371	—	48,371	—	—	44,512	44,512
Lease receivables (Note 10)	—	6,681	—	6,681	—	5,841	—	5,841
Trade and other receivables * (Note 12)	—	191,633	—	191,633	—	—	—	—
Cash and cash equivalents (Note 13)	—	161,478	—	161,478	—	—	—	—
	—	408,163	—	408,163
Financial liabilities measured at fair value
Interest rate swaps (Note 18)	6,385	—	—	6,385	—	6,385	—	6,385
	6,385	—	—	6,385
Financial liabilities not measured at fair value
Secured bank loans (Note 16)	—	—	856,860	856,860	—	864,848	—	864,848
Unsecured other notes (Note 16)	—	—	198,279	198,279	207,099	—	—	207,099
Other borrowings (Note 16)	—	—	151,353	151,353	—	151,353	—	151,353
Lease liabilities (Note 16)	—	—	66,921	66,921	—	62,387	—	62,387
Trade and other payables * (Note 18)	—	—	71,958	71,958	—	—	—	—
Advances received on contracts (Note 18)	—	—	508	508	—	—	—	—
		—	1,345,879	1,345,879

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

	Carrying amount				Fair value
	Fair value - Hedging instruments	Financial assets at amortized cost	Other financial liabilities	Total	Level 1	Level 2	Level 3	Total
December 31, 2021
Financial assets measured at fair value
Interest rate swaps (Note 10)	6,392	—	—	6,392	—	6,392	—	6,392
Cap contracts (Note 12)	2	—	—	2	—	2	—	2
	6,394	—	—	6,394
Financial assets not measured at fair value
Non-current receivables (Note 10)	—	44,669	—	44,669	—	—	42,150	42,150
Lease receivables (Note 10)	—	4,578	—	4,578	—	3,816	—	3,816
Trade and other receivables * (Note 12)	—	213,641	—	213,641	—	—	—	—
Cash and cash equivalents (Note 13)	—	152,528	—	152,528	—	—	—	—
	—	415,416	—	415,416
Financial liabilities measured at fair value
Forward exchange contracts (Note 16)	2,927	—	—	2,927	—	2,927	—	2,927
Interest rate swaps (Note 18)	2,987	—	—	2,987	—	2,987	—	2,987
	5,914	—	—	5,914
Financial liabilities not measured at fair value
Secured bank loans (Note 16)	—	—	1,205,148	1,205,148	—	1,234,739	—	1,234,739
Unsecured other notes (Note 16)	—	—	263,920	263,920	68,722	194,586	—	263,308
Other borrowings (Note 16)	—	—	204,061	204,061	—	204,061	—	204,061
Lease liabilities (Note 16)	—	—	39,051	39,051	—	36,913	—	36,913
Trade and other payables * (Note 18)	—	—	76,319	76,319	—	—	—	—
Advances received on contracts (Note 18)	—	—	503	503	—	—	—	—
	—	—	1,789,002	1,789,002

* Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 12), deferred income and VAT payables (included in other payables) (see Note 18), which are not financial assets (liabilities) are not included.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

Measurement of fair values

Valuation techniques and significant unobservable inputs

Level 1 fair value was determined based on the actual trading of the unsecured notes, due in 2022, and the trading price on December 31, 2021. The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

Financial instruments measured at fair value
Type	Valuation Techniques	Significant unobservable inputs
Forward exchange contracts	Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies.	Not applicable
Interest rate swaps	Swap models: the fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating-rate cash flows are based on quoted swap rates, futures prices and interbank borrowing rates.	Not applicable
Forward cap contracts	Fair values for both the derivative and the hypothetical derivative are determined based on the net present value of the expected cash flows using LIBOR rate curves, futures and basis spreads.	Not applicable

Financial instruments not measured at fair value
Type	Valuation Techniques	Significant unobservable inputs
Non-current receivables (consisting primarily of shareholders' loans)	Discounted cash flow	Discount rate and forecasted cash flows
Lease receivables	Discounted cash flow	Discount rate
Other financial liabilities (consisting of secured and unsecured bank loans and other notes and lease liabilities)	Discounted cash flow	Discount rate
Other financial notes (consisting of unsecured notes)	List price	Not applicable

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

Transfers between Level 1, 2 and 3

There were no transfers between these levels in 2020 and 2021.

Financial risk management

In the course of its normal business, the Group is exposed to the following risks:

•Credit risk

•Liquidity risk

•Market risk (Tanker market risk, interest rate risk, currency risk and commodity risk)

The Company's Supervisory Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Supervisory Board has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Supervisory Board on its activities.

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.

Credit risk

Trade and other receivables

The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. All trade and other receivables were with oil majors within the same industry but with a geographic spread and a different business focus. Based on past experience, and considering any forward-looking factors, there was only a small impact on doubtful amounts year-end. Based on individual analyses, provisions for doubtful debtors were in line with 2020. In particular, the two clients representing 10% and 11% of the Tankers segment's total revenue in 2021 (see Note 2) only represented 1.21% and 0.02% of the total trade and other receivables at December 31, 2021 (2020: one client representing 0.03%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.

The ageing of current trade and other receivables is as follows:

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Note 19 - Financial instruments - Fair values and risk management (Continued)

(in thousands of USD)	2021	2020
Not past due	205,737	183,138
Past due 0-30 days	12,980	9,961
Past due 31-365 days	16,518	16,253
More than one year	2,510	5,127
Total trade and other receivables	237,745	214,479

Past due amounts are not credit impaired as collection is still considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2021 58.75% (2020: 46.27%) of the total current trade and other receivables relate to TI Pool. TI Pool is paid after completion of the voyages which only deals with oil majors, national oil companies and other actors of the oil industry whose credit worthiness historically has been high. Amounts not past due are also with customers with high credit worthiness and are therefore not credit impaired.

Non-current receivables

Non-current receivables mainly consist of shareholder's loans to joint ventures (see Note 10). As at December 31, 2021 and December 31, 2020, these receivables had no maturity date, except for the shareholder loans to Bari Shipholding Ltd. which has a maturity date in 2024, and was not credit impaired as there is no credit risk exposure for the Group.

Cash and cash equivalents

The Group held cash and cash equivalents of $152.5 million at December 31, 2021 (2020: $161.5 million). The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (see Note 13).

Derivatives

Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.

Guarantees

The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 30, 2019, the Group issued a guarantee to the buyer of the three VLCCs in relation to the sale and leaseback transaction (see Note 16) whereby the VLCCs were leased back in a subsidiary under a 54-months bareboat contract. At December 31, 2021, the guarantees towards joint ventures were still outstanding but have not been called upon.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

The following are the remaining contractual maturities of financial liabilities:

	Contractual cash flows December 31, 2020
(in thousands of USD)	Carrying Amount	Total	Less than 1 year	Between 1 and 5 years	More than 5 years
Non derivative financial liabilities
Bank loans and other notes (Note 16)	1,055,139	1,191,925	55,079	474,687	662,159
Other borrowings (Note 16)	151,353	180,865	61,320	119,545	—
Lease liabilities (Note 16)	66,921	70,245	47,976	22,150	119
Current trade and other payables * (Note 18)	71,958	71,958	71,958	—	—
	1,345,371	1,514,993	236,333	616,382	662,278
Derivative financial liabilities
Interest rate swaps (Note 18)	6,385	8,601	2,194	6,406	—
Forward exchange contracts (Note 18)	—	—	—	—	—
	6,385	8,601	2,194	6,406	—
	Contractual cash flows December 31, 2021
	Carrying Amount	Total	Less than 1 year	Between 1 and 5 years	More than 5 years
Non derivative financial liabilities
Bank loans and other notes (Note 16)	1,469,068	1,667,567	145,175	1,413,221	109,172
Other borrowings (Note 16)	204,061	223,550	126,672	96,878	—
Lease liabilities (Note 16)	39,051	41,125	23,464	17,585	77
Current trade and other payables * (Note 18)	76,319	76,319	76,319	—	—
	1,788,499	2,008,562	371,629	1,527,684	109,249
Derivative financial liabilities
Interest rate swaps (Note 18)	2,987	6,505	2,397	4,108	—
Forward exchange contracts (Note 18)	—	—	—	—	—
	2,987	6,505	2,397	4,108	—

* Deferred income and VAT payables (included in other payables) (see Note 18), which are not financial liabilities, are not included.

The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, please see "capital management" below.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.

Market risk

Managing interest rate benchmark reform and associated risks

Overview

A fundamental reform of major interest rate benchmarks is being undertaken globally, including the replacement of some interbank offered rates (IBORs) with alternative nearly risk-free rates (RFR) (referred to as ‘IBOR reform’). The Group has exposures to IBORs on its financial instruments that will be replaced or reformed as part of these market-wide initiatives. There is uncertainty over the timing and the methods of transition in some jurisdictions that the Group operates in. The Group anticipates that IBOR reform will impact its risk management and hedge accounting. The Audit and Risk Committee monitors the Group’s transition to alternative rates.

Derivatives

The Group holds interest rate swaps for risk management purposes which are designated in cash flow hedging relationships. The interest rate swaps have floating legs that are indexed to USD LIBOR. The Group's derivative instruments are governed by contracts based on the International Swaps and Derivatives Association (ISDA)'s master agreements.

Hedge Accounting

As from 2022 onwards new transactions will be based on the RFR approach. The Group has evaluated the extent to which its legacy cash flow hedging relationships are subject to uncertainty driven by the IBOR reform as at December 31, 2021. The Group’s hedged items and hedging instruments continue to be indexed to USD LIBOR. These benchmark rates are quoted each day and the IBOR cash flows are exchanged with counterparties as usual still until June 2023 latest.

There is still uncertainty about when and how replacement may occur with respect to the relevant hedged items and hedging instruments. Such uncertainty may impact the hedging relationship. The Group applies the amendments to IFRS 9 issued in September 2019 to those hedging relationships directly affected by the IBOR reform. Hedging relationships impacted by the IBOR reform may experience ineffectiveness attributable to market participants’ expectations of when the shift from the existing IBOR benchmark rate to an alternative benchmark interest rate will occur. This transition may occur at different times for the hedged item and hedging instrument, which may lead to hedge ineffectiveness. The Group has measured its hedging instruments indexed to USD LIBOR using available quoted market rates for LIBOR-based instruments of the same tenor and similar maturity and has measured the cumulative change in the present value of hedged cash flows attributable to changes in USD LIBOR on a similar basis. However as time is passing, the Company believes that for its LIBOR portfolio principle of economic equivalence between RFR and LIBOR items, a Credit Adjustment Spread (CAS) will be required to compensate for the economic difference between RFR and LIBOR. Moreover the selection of the CAS follows ISDA guidance.

The Group's exposure to USD LIBOR designated in hedging relationships is $567.5 million nominal amount at December 31, 2021 (see Note 14), representing the nominal amount of the hedging caps and interest rate swaps maturing in 2022 and 2025, respectively.

Total amounts of unreformed contracts, including those with an appropriate fallback clause

The Group monitors the progress of transition from IBORs to new benchmark rates by reviewing the total amounts of contracts that have yet to transition to an alternative benchmark rate and the amounts of such contracts that include an appropriate fallback clause. The Group considers that a contract is not yet transitioned to an alternative benchmark rate when interest under the contract is indexed to a benchmark rate that is still subject to the IBOR reform, even if it includes a fallback clause that deals with the cessation of the existing IBOR (referred to as an 'unreformed contract').

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

As at January 1, 2021 and December 31, 2021, all outstanding financial instruments were still indexed to USD LIBOR.

Tanker market risk

The spot tanker freight market is a highly volatile global market and the Group cannot predict what the market will be without significant uncertainty. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter contracts. The proportion of vessels operated on the spot vary according to the many factors affecting both the spot and fixed time charter contract markets.

Every increase (decrease) of $1,000 on the spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by the amounts shown below:

(effect in thousands of USD)	2021		2020		2019
	Profit or loss		Profit or loss		Profit or loss
	$1,000	$1,000	$1,000	$1,000	$1,000	$1,000
	Increase	Decrease	Increase	Decrease	Increase	Decrease
	21,270	(21,270)	19,638	(19,638)	22,601	(22,581)

Interest rate risk

Euronav interest rate management general policy is to borrow at floating interest rates based on LIBOR plus a margin. The Euronav Corporate Treasury Department monitors the Group's interest rate exposure on a regular basis. From time to time and under the responsibility of the Chief Financial Officer, different strategies to reduce the risk associated with fluctuations in interest rates can be proposed to the Supervisory Board for their approval. The Group hedges part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of vessels are on the basis of a floating interest rate, increased by a margin. On a regular basis the Group may use interest rate related derivatives (interest rate swaps, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group. On December 31, 2021 and December 31, 2020, the Group had such instruments in place and approximately 43% of the floating interest rates have been hedged.

The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts. If a hedging relationship is directly affected by uncertainty arising from the IBOR reform, then the Group assumes for this purpose that the benchmark interest rate is not altered as a result of interest rate benchmark reform.

Hedging relationships that are impacted by the IBOR reform may experience ineffectiveness because of timing mismatch between the hedged item and the hedging instrument regarding the IBOR transition. For further details, see 'Managing interest rate benchmark reform and associated risks' above.

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Note 19 - Financial instruments - Fair values and risk management (Continued)

At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:

(in thousands of USD)	2021	2020
FIXED RATE INSTRUMENTS
Financial assets	20,228	17,271
Financial liabilities	403,026	377,899
	423,255	395,170
VARIABLE RATE INSTRUMENTS
Financial liabilities	1,309,154	895,514
	1,309,154	895,514

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity as of that date.

Cash flow sensitivity analysis for variable rate instruments

A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

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Note 19 - Financial instruments - Fair values and risk management (Continued)

	Profit or Loss		Equity
	50 BP	50 BP	50 BP	50 BP
(effect in thousands of USD)	Increase	Decrease	Increase	Decrease
December 31, 2019
Variable rate instruments	(6,195)	6,195	—	—
Interest rate swaps	—	—	1,553	(1,433)
Cash Flow Sensitivity (Net)	(6,195)	6,195	1,553	(1,433)
December 31, 2020
Variable rate instruments	(3,819)	2,484	—	—
Interest rate swaps	—	—	5,542	(5,343)
Cash Flow Sensitivity (Net)	(3,819)	2,484	5,542	(5,343)
December 31, 2021
Variable rate instruments	(6,606)	2,133	—	—
Interest rate swaps	—	—	4,594	(4,222)
Cash Flow Sensitivity (Net)	(6,606)	2,133	4,594	(4,222)

Currency risk

The Group policy is to monitor its material non-functional currency transaction exposure so as to allow for natural coverage (revenues in the same currency than the expenses) whenever possible. When natural coverage is not deemed reasonably possible (for example for long term commitments), the Company manages its material non-functional currency transaction exposure on a case-by-case basis, either by entering into spot foreign currency transactions, foreign exchange forward, swap or option contracts.

The Group’s exposure to currency risk is related to its operating expenses expressed in Euros and to Treasury Notes denominated in Euros. In 2021 about 13.9% (2020: 14.4% and 2019: 12.5%) of the Group's total operating expenses were incurred in Euros. Revenue and borrowings are expressed in USD only, except for instruments issued under the Treasury Notes Program (Note 16).

(in thousands of USD)	December 31, 2021		December 31, 2020 (revised)*		December 31, 2019 (revised)*
	EUR	USD	EUR	USD	EUR	USD
Trade payables	(5,680)	(20,332)	(5,662)	(21,564)	(4,002)	(18,735)
Operating expenses	(101,039)	(625,627)	(97,082)	(611,777)	(87,003)	(657,078)
Treasury Notes	(104,006)	—	(38,654)	—	(122,788)	—

* To improve the relevancy of the accounting information of the income statement, the Company reclassified certain cost & revenue elements without impact on profit (loss) for the period. Please refer to Note 1.6 for further details.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 19 - Financial instruments - Fair values and risk management (Continued)

For the average and closing rates applied during the year, we refer to Note 26.

Sensitivity analysis

A 10 percent strengthening of the EUR against the USD at December 31, would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

(in thousands of USD)	2021	2020	2019
Equity	683	735	437
Profit or loss	(9,573)	(10,412)	(9,952)

A 10 percent weakening of the EUR against the USD at December 31, would have had the equal but opposite effect to the amounts shown above, on the basis that all the other variables remain constant.

Cash flow hedges

At December 31, 2021, the Group held the following instruments to hedge exposures to changes in interest rates:

	Maturity
(in thousands of USD)	1-6 months		6-12 months		More than 1 year
Interest rate risk
Interest rate swaps
Net exposure	(15,704)		(15,982)		(93,737)
Average fixed interest rate	0.80	%	0.80	%	0.78	%

At December 31, 2020, the Group held the following instruments to hedge exposures to changes in interest rates:

	Maturity
(in thousands of USD)	1-6 months		6-12 months		More than 1 year
Interest rate risk
Interest rate swaps
Net exposure	(10,855)		(10,942)		(81,803)
Average fixed interest rate	2.96	%	2.96	%	2.96	%

At December 31, 2021 and December 31, 2020, the Group had 2 interest cap options with a notional amount of $200.0 million starting on October 1, 2020.

The amounts at the reporting date relating to items designated as hedged items were as follows:

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Note 19 - Financial instruments - Fair values and risk management (Continued)

	December 31, 2021		December 31, 2020
(in thousands of USD)	Change in value used for calculating hedge ineffectiveness	Cash flow hedge reserve	Change in value used for calculating hedge ineffectiveness	Cash flow hedge reserve
Interest rate risk
Variable-rate instruments	(9,247)	2,862	2,989	(6,385)
Cap option	(605)	(466)	(116)	(1,071)

The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows:

	2021				During the period 2021
(in thousands of USD)	Nominal amount	Carrying amount - Assets	Carrying amount - Liabilities	Line item in the statement of financial position where the hedging instrument is included	Changes in the value of the hedging instrument recognized in OCI	Hedge ineffectiveness recognized in profit or loss	Line item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps	367,530	6,392	2,987	Trade and other receivables, non-current and current other payables	9,247	(78)	Finance expenses
Cap options	200,000	2	—	Trade and other receivables	605	—	Finance expenses

	2020				During the period 2020
(in thousands of USD)	Nominal amount	Carrying amount - Assets	Carrying amount - Liabilities	Line item in the statement of financial position where the hedging instrument is included	Changes in the value of the hedging instrument recognized in OCI	Hedge ineffectiveness recognized in profit or loss	Line item in profit or loss that includes hedge ineffectiveness
Interest rate risk
Interest rate swaps	70,143	2	6,385	Trade and other receivables, non-current and current other payables	(2,989)	(108)	Finance expenses
Cap options	200,000	15	—	Trade and other receivables	116	—	Finance expenses

During 2021 and 2020, no amounts were reclassified from hedging reserve to profit or loss.

The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting:

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(in thousands of USD)	Hedging reserve
Balance at January 1, 2021	(7,456)
Cash flow hedges
Change in fair value interest rate risk	9,852
Balance at December 31, 2021	2,396
Balance at January 1, 2020	(4,583)
Cash flow hedges
Change in fair value interest rate risk	(2,873)
Balance at December 31, 2020	(7,456)

Master netting or similar agreements

The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.

Capital management

Euronav is continuously seeking to optimize its capital structure (mix between debt and equity). The main objective is to maximize shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to covenants in relation to some of its senior secured credit facilities:

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

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

•an amount of cash of at least $30.0 million; and

•a ratio of Stockholders' Equity to Total Assets of at least 30%

Further, the Group's loan facilities generally include an asset protection clause whereby the fair market value of collateral vessels should be at least 125% of the aggregate principal amount outstanding under the respective loan.

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Note 19 - Financial instruments - Fair values and risk management (Continued)

The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:

•effect changes in management of the Group's vessels;

•transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;

•declare and pay dividends (with respect to each of the Group's joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and

•incur additional indebtedness.

A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level where the Group is in compliance with loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would

adversely affect our ability to conduct our business.

As of December 31, 2021, December 31, 2020 and December 31, 2019, the Group was in compliance with all of the covenants contained in the debt agreements. With respect to the quantitative covenants as of December 31, 2021, as described above:

1.current assets on a consolidated basis (including available credit lines of $586.8 million) exceeded current liabilities by $725.1 million,

2.aggregated cash was $739.3 million,

3.cash was $152.5 million and

4.ratio of Stockholders' Equity to Total Assets was 51.8%.

The Company updated the guidance to its dividend policy and will target each quarter, applicable as of the first quarter 2020, to return 80% of the net income (including the fixed element of $3 cents per quarter) to shareholders. This return to shareholders will primarily be in the form of a cash dividend and the Company will always look at share buyback as an alternative if it believes more value can be created for shareholders.

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Note 19 - Financial instruments - Fair values and risk management (Continued)

The calculation does not include capital gains (reserved for fleet renewal) but include capital losses and the policy is at all times subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements.

As part of its capital allocation strategy, Euronav has the option of buying its own shares back should the Supervisory Board and Management Board believe that there is a substantial value disconnect between the share price and the real value of the Company. This return of capital is in addition to the fixed dividend of $0.12 per share paid each year. During 2021, the Company did not purchase any of its own shares on Euronext Brussels. The Company owned 18,346,732 own shares (8.34% of the total outstanding shares) at year-end.  

Commodity risk

The Group has been purchasing compliant bunker fuel for future consumption by its vessels. In order to fix the price of the fuel bought the Company has used swaps and futures to hedge the risk between decision of buying the fuel and receiving and paying the cargo. These swaps and futures were designated as cash flow hedges of the variability in the price of bunker between the order date and the fixing date. At year-end, all fuel was received. The Group remains exposed to the risk of decrease in bunker fuel on the spot market below the weighted average purchase price.

Consequences and impact of the COVID-19 pandemic

Over the year 2021 and 2020, the economic impact of the pandemic related to the Covid-19 virus has been affecting business all over the world- Euronav included. The Company has been taking the risks associated with the outbreak extremely seriously, and the safety and wellbeing of its employees is of paramount importance.

Crew changes have remained a challenging operation throughout the pandemic and whilst progress has been made since the peak of the crew crisis in Q3 2020, continued focus on this area is required. Our crews have demonstrated resilience throughout this period to keep moving crude, despite numerous difficulties in relation to crew changes and repatriation. Whilst we have had extremely limited number of cases onboard our vessels, we are facing a lot of challenges to make our crew changes because a lot of seafarers who are supposed to replace people onboard are testing positive to the Omicron variant and have to cancel their travels. In order to resolve the difficult situation, the Company decided to accommodate deviations by ships to facilitate crew changes, resulting in an extra cost ($1.2 million) and less revenues because of off hire ($0.9 million).

Going forward, it remains difficult to estimate the future impact of the pandemic on the economies where we are active, and hence the impact these factors might have on the financial results.

The tanker market has seen a very weak start in 2022, continuing to suffer from global oil trade amid lingering impacts from the COVID-19 pandemic.

And the short-term outlook remains generally weak against a backdrop of ongoing oil supply issues, including faltering Libyan output and OPEC+ missing production targets. The impact from the escalating situation in Ukraine will be complex, but IEA forecasts overall tanker demand will rise above pre-pandemic levels next year.

Improvements in the tanker market are generally expected to materialize in the second half of 2022 as global oil supply and demand continue to gradually recover. Tonnage requirements in deadweight terms are projected to jump. In view of the different dynamics which the Company does not control, the longer term global macro-economic impact on the Company’s results related to the COVID-19 outbreak remains difficult to accurately quantify. Any forward-looking statements should be regarded with caution because of the inherent uncertainties in economic trends and business risks related to the current COVID-19 outbreak.

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Note 20 - Leases

Leases as lessee

For the four bareboat charters for the vessels Nautilus, Nucleus, Neptun and Navarin, the Group recognized a right-of-use asset and lease liability which was the present value at January 1, 2019 of the future lease payments. The right-of-use asset, on January 1, 2019, was measured based on the transition option to align the value of the right of use asset to that of the lease liability. The right-of-use asset was adjusted for the effect of a previously deferred gain on the sale and leaseback of these vessels and was depreciated over the remaining lease term till December 15, 2021.

Under these leaseback agreements there was a seller's credit of $4.5 million of the sale price that became immediately due and payable by the owners upon sale of the vessel during the charter period and shall be paid out of the sales proceeds. It also became due to the extent of 50% of the (positive) difference between the fair market value of the vessels at the end of the leaseback agreements and $17.5 million (for the oldest VLCC) or $19.5 million (for the other vessels). As the first vessel (Nautilus) was redelivered on December 15, 2021, $4.5 million was recognized in the fourth quarter of 2021 in profit or loss, whereas the remaining $13.5 million for the other three vessels will be recognized in the first quarter of 2022 at the moment of redelivery.

Furthermore, the Group provided a residual guarantee to the owners in the aggregate amount of up to $20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split, if the vessel was sold at charter expiry they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between $26.5 million and $32.5 million (for the oldest VLCC) or between $28.5 million and $34.5 million (for the other vessels). This residual guarantee and profit split were not applicable at the moment of redelivery of the first vessel Nautilus.

On October 27, 2020 and November 6, 2020, the Company entered into a time charter agreement for two Suezmaxes. The two Suezmaxes are the Marlin Sardinia (2019 - 156,607) and the Marlin Somerset (2019 - 156,620). The time charter contracts have a duration of 24-months with an option for an additional 12 months, which should be declared no later than 20 months after delivery, at a rate of $25,000 per day per vessel for the firm 24-months period and $26,500 per day per vessel for the optional 12-months period. Owners have a right to sell the vessel during the firm and optional period of the charter and transfer the remaining charter to the new owners by way of novation agreement. In accordance with IFRS, the Group recognized a right-of-use asset and lease liability. As at December 31, 2021, the Company is not reasonably certain that the optional period will be exercised and has not been taking into account when calculating the future minimum lease payments.

On February 23, 2021, the Company entered into a sale and leaseback agreement for the VLCC Newton (2009 – 307,284) with Taiping & Sinopec Financial Leasing Ltd Co. The vessel was sold for a net sale price of $35.4 million. The Company has leased back the vessel under a 36-months bareboat contract at an average rate of $22,500 per day. At the end of the bareboat contract, the vessel will be redelivered to its owners. In accordance with IFRS, the Group recognized a right-of-use asset and lease liability (see Note 8 and Note 16).

The future lease payments for these leaseback agreements are as follows:

(in thousands of USD)	December 31, 2021	December 31, 2020
Less than 1 year	24,828	49,218
Between 1 and 5 years	8,708	14,714
Total future lease payments	33,535	63,932

For the office leases in Belgium, France, Greece, Hong Kong, Singapore, UK and US, which have an average lease term till November 2024, the Group recognized a right-of-use asset and lease liability. The right-of-use asset was adjusted by the practical expedient impairment assessment based on the onerous contract analysis option. The right-of-use asset related to office leases was reduced by the lease receivable related to subleases that qualify as finance lease under IFRS 16.

The Group used the short-term lease exemption for all the lease contracts with a remaining lease term of less than one year. Accordingly, those lease payments were recognized as an expense and there was no impact on transition.

Information about leases for which the Group is a lessee is presented below.

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Note 20 - Leases (Continued)

Right-of-use assets

(in thousands of USD)	Bareboats	Time charters	Office rental	Company cars	Total
Balance at January 1, 2020	55,411	—	2,733	764	58,908
Additions to right-of-use assets	—	24,873	762	66	25,701
Depreciation charge for the year	(28,364)	(2,078)	(1,092)	(167)	(31,702)
Translation differences	—	—	36	12	48
Balance at December 31, 2020	27,047	22,795	2,438	675	52,955

(in thousands of USD)	Bareboats	Time charters	Office rental	Company cars	Total
Balance at January 1, 2021	27,047	22,795	2,438	675	52,955
Additions to right-of-use assets	22,379	—	986	111	23,476
Depreciation charge for the year	(33,634)	(12,437)	(1,086)	(230)	(47,387)
Translation differences	—	—	(32)	(11)	(43)
Balance at December 31, 2021	15,792	10,358	2,306	545	29,001

Amounts recognized in profit or loss

(in thousands of USD)	2021	2020
Interest on lease liabilities	(2,378)	(3,287)
Depreciation right-of-use assets	(47,387)	(31,702)
Low-value leases	(171)	(228)

Amounts recognized in statement of cash flows

(in thousands of USD)	2021	2020
Total cash outflow for leases	(54,928)	(37,779)
Total cash inflow for leases	1,987	1,786

Extension options

Some property leases contain extension options exercisable by the Group. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options, and reassesses if there is a significant event or significant changes in circumstances within its control.

The Group has estimated that the potential future lease payments, should it exercise the option, would result in an impact of approximately $12.8 million in the lease liabilities.

Leases as lessor

As a lessor the Group leases out some of its vessels under long-term time charter agreements. For certain vessels employed under long-term time charter agreements, the adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS 15. This did not have a material impact for the Group.

The future undiscounted lease payments to be received for these lease agreements are as follows:

(in thousands of USD)	December 31, 2021	December 31, 2020
Less than one year	100,524	123,319
Between one and five years	240,463	303,561
More than five years	185,441	217,354
Total future lease receivables	526,428	644,234

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Note 20 - Leases (Continued)

The amounts shown in the table above include the Group's share of leases of joint ventures. On some of the above mentioned vessels the Group has granted the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease receivables.

Vessels employed by the TI Pool do not meet the definition of a lease under IFRS 16 and accordingly revenue generated in the Pool is accounted for under IFRS 15 Revenue from Contracts with Customers.

Further the Group subleases office space to third parties in certain leased offices of Euronav UK and Euronav MI II Inc (formerly Gener8 Maritime Inc.). The Group recognized at January 1, 2019 $11.4 million lease receivables related to sublease agreements that qualify as finance lease.

The following table sets out a maturity analysis of the lease receivables related to the subleased office space, showing the undiscounted sublease payments to be received after the reporting date.

(in thousands of USD)	December 31, 2021	December 31, 2020
Less than 1 year	2,350	2,328
One to two years	1,895	2,359
Two to three years	1,689	1,898
Three to four years	1,285	1,689
Four to five years	—	1,285
Total undiscounted lease receivables	7,219	9,559

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Note 21 - Provisions and contingencies

(in thousands of USD)	Onerous contract	Total
Balance at January 1, 2020	1,769	1,769
Provisions used during the year	(388)	(388)
Balance at December 31, 2020	1,381	1,381
Non-current	1,154	1,154
Current	227	227
Total	1,381	1,381
Balance at January 1, 2021	1,381	1,381
Provisions used during the year	(227)	(227)
Balance at December 31, 2021	1,154	1,154
Non-current	892	892
Current	262	262
Total	1,154	1,154

In 2004, Gener8 Maritime Subsidiary II Inc. entered into a non-cancellable lease for office space. This lease started on December 1, 2004 and would have expired on September 30, 2020. On July 14, 2015 this lease was extended for an additional five years until September 30, 2025. The facilities have been sub-let starting on December 1, 2018 for the remaining lease term, but changes in market conditions have meant that the rental income is lower than the rental expense. The obligation for the future payments, net of expected rental income, has been provided for.

The Group is currently involved in a litigation. Provisions related to legal and arbitration proceedings are recorded in accordance with the accounting policy as described in Note 1.17. The claim has been submitted on January 15, 2021 by Unicredit Bank in London with the High Court of Justice of England and Wales. The claim relates to an alleged misdelivery of 101,809 metric tons of low sulphur fuel oil that was transported by the Suezmax vessel, Sienna. The charterer, Gulf Petrochem FZC, a company of GP Global, instructed the vessel to discharge the cargo at Sohar without presentation of the bill of lading but against a letter of indemnification issued by the charterer as is customary practice in the crude oil shipping industry. Unicredit bank, who had financed the cargo for an amount of $26,367,200 and allegedly had become the holder of the bill of lading, was not repaid in accordance with the financing arrangements agreed with Gulf Petrochem FZC. As alleged holder of the bill of lading, Unicredit Bank is now claiming that amount of $26,367,200 together with interest from Euronav NV. The GP Global group is currently under a restructuring plan and any recourse under the letter of indemnity issued by Gulf Petrochem FZC is therefore doubtful. Management believes that it has followed well established standard working practices and that it has valid defense arguments. Based on an external legal advice, management believes that it has strong arguments that the risk of an outflow is less than probable and therefore no provision is recognized. The court proceedings are in early stage.

Furthermore, the Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardize the Group's financial position.

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Note 22 - Related parties

Identity of related parties

The Group has a related party relationship with its subsidiaries (see Note 24) and equity-accounted investees (see Note 25) and with its directors and executive officers (see Note 23).

Transactions with key management personnel

The total amount of the remuneration paid in local currency to all non-executive directors for their services as members of the board and committees (if applicable) is as follows:

(in thousands of EUR)	2021	2020	2019
Total remuneration	977	1,048	1,101

The Nomination and Remuneration Committee annually reviews the remuneration of the members of the Management Board. The remuneration (excluding the CEO) consists of a fixed and a variable component and can be summarized as follows:

(in thousands of EUR)	2021	2020	2019
Total fixed remuneration	2,068	2,165	1,579
of which
Cost of pension	28	18	80
Other benefits	—	143	81
Total variable remuneration	1,606	1,029	2,424
of which
Share-based payments	911	69	1,403

All amounts mentioned refer to the Management Board in its official composition throughout 2021.

The remuneration of the CEO can be summarized as follows:

(in thousands of EUR)	2021	2020	2019
Total fixed remuneration	624	624	5,754
of which
Cost of pension	—	—	7
Other benefits	—	—	26
Total variable remuneration	903	424	786
of which
Share-based payments	568	54	786

On February 12, 2015, the Board of Directors (as of February 2020 Supervisory Board) granted 236,590 options and 65,433 restricted stock units within the framework of a long term incentive plan. Vested stock options may be exercised until 13 years after the grant date. As of December 31, 2021, all the stock options remained outstanding but all RSUs were exercised in 2018 (see Note 14 and 23). On February 2, 2016, the Board of Directors (as of February 2020 Supervisory Board) granted 54,616 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary, one-third was vested on the third anniversary and one-third was vested on the fourth anniversary (see Note 14 and 23). On February 9, 2017, the Board of Directors (as of February 2020 Supervisory Board) granted 66,449 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary, one-third was vested on the third anniversary and one-third was vested on the fourth anniversary (see Note 14 and 23). On February 16, 2018, the Board of Directors (as of February 2020

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Note 22 - Related parties (Continued)

Supervisory Board) granted 154,432 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary and one-third was vested on the third anniversary (see Note 14 and 23). On January 8, 2019, the Board of Directors (as of February 2020 Supervisory Board) granted 1,200,000 phantom stock units within the framework of a transaction based incentive plan (TBIP). After the resignation of the former CEO, 400,000 phantom stock units were waived. The first tranche of 12% was vested in the first quarter of 2020. The contractual term of the TBIP offer is 5 years. A first tranche of 12% of the total number of phantom stock units vests on the date on which the Fair Market Value (FMV) reaches USD 12 (decreased with the amount of dividend paid since grant, if any). A second tranche (16%) vests on the date the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), a third tranche (25%) vests on the date the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the final tranche (44%) vests on the date the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any) (see Note 14 and 23). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.

On April 1, 2019, the Board of Directors (as of February 2020 Supervisory Board) granted 152,346 restricted stock units within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. As of December 31, 2021, 59,161 RSUs were vested, however vested RSUs will not be delivered in shares until the first business day after April 1, 2022. On April 1, 2020, the Supervisory Board granted 144,392 restricted stock units within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2020) and will be settled in shares. As of December 31, 2021, 36,098 RSUs were vested however vested RSUs will not be delivered in shares until the first business day after April 1, 2023. On April 1, 2021, the Supervisory Board granted 193,387 RSUs within the framework of a long term incentive plan. The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2021) and will be settled in shares. As of December 31, 2021, no RSUs were vested.

Relationship with CMB

In 2004, Euronav split from Compagnie Maritime Belge (CMB). CMB renders some administrative and general services to Euronav. In 2021 CMB did not invoice Euronav (2020: $1,578 and 2019: $1,336).

In 2019, Euronav started up a project to develop software with CMB Technology to monitor fuel consumption performance of the Euronav fleet. In 2019, CMB Technology invoiced a total amount of $167 thousand (150 thousand EUR) in relation to the software development project (2021 and 2020: $0).

A ruling was granted to include the bunker fuel stored by the Company (see Note 11) under the tonnage tax regime. This ruling also allows the execution of physical swaps. Discussions were started in 2019 to enter into such fuel swaps with the CMB Group. The swap agreement was extended to CMB NV, Bocimar International NV and Bocimar Hong Kong Ltd. In the course of 2021, a total of 44,451 metric tons (2020: 51,000 metric tons) of compliant bunker fuel oil was swapped with these parties.

Properties

The Group leases office space in Belgium from Reslea N.V., an entity jointly controlled by CMB. Under this lease, the Group paid an annual rent of $356,729.19 in 2021 (2020: $335,033 and 2019: $290,858). This lease expires on August 31, 2024.

The Company subleases office space in its London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated 25 September 2014, with Tankers (UK) Agencies Limited, a 50-50 joint venture with International Seaways. Under this sublease, the Company received in 2021 a rent of $235,205 (2020: $218,074 and 2019: $216,750). This sublease expires on April 27, 2023.

Transactions with subsidiaries and joint ventures

The Group has supplied funds in the form of shareholder's advances to some of its joint ventures at pre-agreed conditions (see below and Note 25).

On November 19, 2019, the Group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture acquired one Suezmax vessel. The JVs, Bari Shipholding Ltd and Bastia Shipholding Ltd, entered into various agreements including a secured term loan for $36.7 million and revolving credit for

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Note 22 - Related parties (Continued)

$3.0 million with Euronav Hong Kong as lender, a commercial management service with Euronav NV and a technical management service with Ridgebury.

On September 15, 2020, the Suezmax Bastia was sold for $20.5 million. A capital gain on the sale of $0.4 million (Euronav's share) was recorded in the joint venture company. The vessel has been delivered to her new owners. Following this sale, the shareholders loan to Bastia Shipholding Ltd. was fully repaid.

Balances and transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of outstanding balances and transactions between the Group and its joint ventures are disclosed below:

As of and for the year ended December 31, 2020
(in thousands of USD)	Trade receivables	Trade payables	Shareholders Loan	Turnover	Dividend Income
TI Africa Ltd	440	—	16,665	398	—
TI Asia Ltd	472	—	—	398	5,550
Kingswood Co. Ltd	—	—	—	—	394
Bari Shipholding Ltd	283	52	19,271	342	—
Bastia Shipholding Ltd	17	1	—	326	1,590
Tankers Agencies (UK) Ltd	19	135	—	—	—
Total	1,231	188	35,936	1,464	7,534
As of and for the year ended December 31, 2021
(in thousands of USD)	Trade receivables	Trade payables	Shareholders Loan	Turnover	Dividend Income
TI Africa Ltd	567	61	11,465	397	—
TI Asia Ltd	482	—	—	397	4,635
Bari Shipholding Ltd	2,114	1,804	22,229	—	—
Bastia Shipholding Ltd	7	1	—	—	—
Tankers Agencies (UK) Ltd	—	134	—	—	—
Total	3,170	2,000	33,694	794	4,635

Guarantees

The Group provided guarantees to financial institutions that provided credit facilities to joint ventures of the Group. As of December 31, 2021, the total amount outstanding under these credit facilities was $39.5 million (2020: $90.4 million), of which the Group guaranteed $19.8 million (2020: $45.2 million) (see Note 25).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2021

Note 23 - Share-based payment arrangements

Description of share-based payment arrangements:

At December 31, 2021, the Group had the following share-based payment arrangements:

Long term incentive plan 2015 (Equity-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2015 a long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years at anniversary date and 60% in the form of restricted stock units (RSUs) which will be paid out in cash, with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of €10.0475 and are equity-settled. As of December 31, 2021, all the stock options remained outstanding but all RSU's were exercised in 2018. The total employee benefit expense recognized in the consolidated statement of profit or loss during 2021 with respect to the LTIP 2015 was $0 thousand (2020: $0 thousand and 2019: $0 thousand).

Long term incentive plan 2016 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016 and one-third was vested on the second anniversary, one-third on the third anniversary and one-third on the fourth anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2021, no phantom stocks were outstanding. The LTIP 2016 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2016, measured based on the Company’s share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2021 was $0 thousand (2020: income of $0.3 million and 2019: income of $0.1 million).

Long term incentive plan 2017 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017 and one-third was vested on the second anniversary and one-third on the third anniversary and one-third on the fourth anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2021, no phantom stocks were outstanding. The LTIP 2017 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2017, measured based on the Company’s share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2021 was $0.2 million (2020: income of $0.3 million and 2019: expense of $22,000).

Long term incentive plan 2018 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018 and one-third was vested on the second anniversary and one-third on the third anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2021, 35,927 phantom stocks were outstanding. The LTIP 2018 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2018, measured based on the Company’s share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the

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Note 23 - Share-based payment arrangements (Continued)

consolidated statement of profit or loss during 2021 was $0.2 million (2020: income of $0.4 million and 2019: expense of $0.7 million).

Transaction Based Incentive Plan 2019 (Cash-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 a transaction-based incentive plan (TBIP) for key management personnel. Under the terms of this TBIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value (FMV) of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. The vesting and settlement of the TBIP is spread over a time frame of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the FMV reaches $12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches $14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches $16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches $18 (decreased with the amount of dividend paid since grant, if any). In total a number of 1,200,000 phantom stock units were granted on January 8, 2019 and the first tranche of 12% was vested in the first quarter of 2020. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2021, 704,000 phantom stocks were outstanding. The TBIP 2019 qualifies as a cash-settled share-based payment transaction as the Company receives services from the participants and incur an obligation to settle the transaction in cash. The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The compensation expense recognized in the consolidated statement of profit or loss during 2021 was $1.0 million (2020: income of $0.4 million and 2019: expense of $1.8 million).

Long term incentive plan 2019 (Equity-settled)

The Group's Board of Directors (as of February 2020 Supervisory Board) has implemented in 2019 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2019) and will be settled in shares. In total 152,346 RSUs were granted on April 1, 2019. As of December 31, 2021, 59,161 RSUs were vested, however vested RSUs will not be delivered in shares until the first business day after April 1, 2022. The compensation expense recognized in the consolidated statement of profit or loss during 2021 was $0.4 million (2020: expense of $0.1 million).

Long term incentive plan 2020 (Equity-settled)

The Group’s Supervisory Board has implemented in 2020 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2020) and will be settled in shares. In total 144,392 RSUs were granted on April 1, 2020. As of December 31, 2021, 36,098 RSUs were vested, however vested RSUs will not be delivered in shares until the first business day after April 1, 2023. The compensation expense recognized in the consolidated statement of profit or loss during 2021 was $0.3 million.

Long term incentive plan 2021 (Equity-settled)

The Group’s Supervisory Board has implemented in 2021 an additional long term incentive plan (LTIP) for key management personnel. Under the terms of this LTIP, key management personnel will obtain 100% of their respective LTIP in the form of Euronav restricted stock units (RSUs). The RSUs vest over three years in three equal annual installments at the three anniversary dates from the reference date (April 1, 2021) and will be settled in shares. In total 193,387 RSUs were granted on April 1, 2021.

Measurement of Fair Value

The fair value of the employee share options under the 2015 LTIP has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.

The inputs used in measurement of the fair values at grant date for the equity-settled share option programs were as follows:

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	LTIP 2015
(figures in EUR)	Tranche 1		Tranche 2		Tranche 3
Fair value at grant date	1.853		1.853		1.853
Share price at grant date	10.050		10.050		10.050
Exercise price	10.0475		10.0475		10.0475
Expected volatility (weighted average)	39.63	%	39.63	%	39.63	%
Expected life (days) (weighted average)	365		730		1,095
Expected dividends	8	%	8	%	8	%
Risk-free interest rate	0.66	%	0.66	%	0.66	%

Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.

The liability in respect of its obligations under the LTIP 2017 and LTIP 2018 is measured based on the Company’s share price at the reporting date and taking into account the extent to which the services have been rendered to date. One-third of the phantom stocks granted on February 9, 2017 was vested on the second anniversary, one-third on the third anniversary and one-third on the fourth anniversary. As of December 31, 2021, no phantom stocks remained outstanding. One-third of the phantom stocks granted on February 16, 2018 was vested on the second anniversary and one-third on the third anniversary, 35,927 phantom stocks remained outstanding as of December 31, 2021. The Company’s share price was EUR 7.268 at the grant date of the LTIP 2017, EUR 7.237 at the grant date of the LTIP 2018 and EUR 7.80 as at December 31, 2021.

The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The vesting and settlement of the TBIP is spread over a timeframe of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the Fair Market Value (FMV) reaches USD 12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. In total a number of 1,200,000 phantom stock units were granted on January 8, 2019 and the first tranche of 12% was vested in the first quarter of 2020. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2021, 704,000 phantom stocks were outstanding.

The inputs used in measurement of the fair value at grant date for the TBIP was as follows:

	TBIP
	Tranche 1		Tranche 2		Tranche 3		Tranche 4
Risk-free interest rate	1.69	%	1.69	%	1.69	%	1.69	%
Annual volatility	33.43	%	33.43	%	33.43	%	33.43	%
Expected vesting period (years)	3.05		3.38		3.69		3.98

The liability in respect of its obligations under the LTIP 2019 and LTIP 2020 is subject for 75% to a relative TSR (Total Shareholder Return) compared to a peer group over a three years period. Each yearly measurement to be worth 1/3rd of 75% of the award. And subject for 25% to an absolute TSR of the Company’s shares measured each year for 1/3 of 25% of the award. In total 152,346 RSUs were granted on April 1, 2019 in relation to the LTIP 2019 and 144,392 RSUs were granted on April 1, 2020 in relation to the LTIP 2020. As of December 31, 2021, 59,161 RSUs were vested in relation to the LTIP 2019 and 36,098 RSUs were vested in relation to the LTIP 2020. However vested RSUs will not be delivered in shares until the first business day after April 1, 2022 and April 1, 2023, respectively.

Expenses recognized in profit or loss

For details on related employee benefits expense, see Note 5 and Note 17. The expenses related to the LTIP 2017, LTIP 2018, TBIP 2019, LTIP 2019 and LTIP 2020 (2021: expense of $1.3 million, 2020: income of $1.2 million and 2019: expense of $2.5 million) are included in employee benefits.

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Note 23 - Share-based payment arrangements (Continued)

Reconciliation of outstanding share options

The number and weighted-average exercise prices of options under the 2015 LTIP are as follows:

(figures in EUR)	Number of options 2021	Weighted average exercise price 2021	Number of options 2020	Weighted average exercise price 2020
Outstanding at January 1	236,590	7.732	236,590	7.732
Forfeited during the year	—	—	—	—
Exercised during the year	—	—	—	—
Granted during the year	—	—	—	—
Outstanding at December 31	236,590	7.732	236,590	7.732
Vested at December 31	236,590	—	236,590	—

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Note 24 - Group entities

	Country of incorporation	Consolidation method	Ownership interest
			December 31, 2021		December 31, 2020		December 31, 2019
Parent
Euronav NV	Belgium	full	100.00	%	100.00	%	100.00	%
Euronav NV, Antwerp, Geneva (branch office)
Euronav NV, London (branch office)
Subsidiaries
Euronav Tankers NV	Belgium	full	NA		100.00	%	100.00	%
Euronav Shipping NV	Belgium	full	100.00	%	100.00	%	100.00	%
Euronav (UK) Agencies Limited	UK	full	100.00	%	100.00	%	100.00	%
Euronav Luxembourg SA	Luxembourg	full	100.00	%	100.00	%	100.00	%
Euronav sas	France	full	100.00	%	100.00	%	100.00	%
Euronav Ship Management sas	France	full	100.00	%	100.00	%	100.00	%
Euronav Ship Management Antwerp (branch office)
Euronav Ship Management Ltd	Liberia	full	100.00	%	100.00	%	100.00	%
Euronav Ship Management Hellas (branch office)
Euronav Hong Kong	Hong Kong	full	100.00	%	100.00	%	100.00	%
Euro-Ocean Ship Management (Cyprus) Ltd	Cyprus	full	100.00	%	100.00	%	100.00	%
Euronav Singapore	Singapore	full	100.00	%	100.00	%	100.00	%
Euronav MI II Inc	Marshall Islands	full	100.00	%	100.00	%	100.00	%
Gener8 Maritime Subsidiary II Inc.	Marshall Islands	full	100.00	%	100.00	%	100.00	%
Gener8 Maritime Subsidiary New IV Inc.	Marshall Islands	full	100.00	%	100.00	%	100.00	%
Gener8 Maritime Management LLC	Marshall Islands	full	100.00	%	100.00	%	100.00	%
Gener8 Maritime Subsidiary V Inc.	Marshall Islands	full	NA		NA		100.00	%
Gener8 Maritime Subsidiary VIII Inc.	Marshall Islands	full	NA		NA		100.00	%
Gener8 Maritime Subsidiary Inc.	Marshall Islands	full	NA		NA		100.00	%
GMR Zeus LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Atlas LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Hercules LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Ulysses LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Posseidon LLC	Marshall Islands	full	NA		NA		100.00	%
Victory Ltd.	Bermuda	full	NA		NA		NA
Vision Ltd.	Marshall Islands	full	NA		NA		NA
GMR Spartiate LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Maniate LLC	Marshall Islands	full	NA		NA		100.00	%
GMR St Nikolas LLC	Marshall Islands	full	NA		NA		100.00	%
GMR George T LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Kara G LLC	Liberia	full	NA		NA		100.00	%
GMR Harriet G LLC	Liberia	full	NA		NA		100.00	%
GMR Orion LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Argus LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Spyridon LLC	Marshall Islands	full	NA		NA		NA
GMR Horn LLC	Marshall Islands	full	NA		NA		100.00	%
GMR Phoenix LLC	Marshall Islands	full	NA		NA		100.00	%

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Note 24 - Group entities (Continued)

GMR Strength LLC	Liberia	full	NA		NA		NA
GMR Daphne LLC	Marshall Islands	full	NA		NA		NA
GMR Defiance LLC	Liberia	full	NA		NA		100.00	%
GMR Elektra LLC	Marshall Islands	full	NA		NA		NA
Companion Ltd.	Bermuda	full	NA		NA		100.00	%
Compatriot Ltd.	Bermuda	full	NA		NA		100.00	%
Consul Ltd.	Bermuda	full	NA		NA		NA
GMR Agamemnon LLC	Liberia	full	NA		NA		NA
Gener8 Neptune LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Athena LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Apollo LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Ares LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Hera LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Constantine LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Oceanus LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Nestor LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Nautilus LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Macedon LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Noble LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Ethos LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Perseus LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Theseus LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Hector LLC	Marshall Islands	full	NA		NA		100.00	%
Gener8 Strength Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Supreme Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Andriotis Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Militiades Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Success Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Chiotis Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 1 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 2 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 3 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 4 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 5 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 6 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 7 Inc.	Marshall Islands	full	NA		NA		NA
Gener8 Tankers 8 Inc.	Marshall Islands	full	NA		NA		NA
Joint ventures
Kingswood Co. Ltd	Marshall Islands	equity	NA		NA		50.00	%
TI Africa Ltd	Hong Kong	equity	50.00	%	50.00	%	50.00	%
TI Asia Ltd	Hong Kong	equity	50.00	%	50.00	%	50.00	%
Tankers Agencies (UK) Ltd	UK	equity	50.00	%	50.00	%	50.00	%
Tankers International LLC	Marshall Islands	equity	50.00	%	50.00	%	50.00	%
Bari Shipholding Ltd	Hong Kong	equity	50.00	%	50.00	%	50.00	%
Bastia Shipholding Ltd	Hong Kong	equity	50.00	%	50.00	%	50.00	%

At December 31, 2021, the Group held 50% of the voting rights in TUKA but held 61% of the outstanding shares that participate in the result of the entity.

At December 31, 2021, the Group held 50% of the voting rights in TI LLC but held 59% of the outstanding shares that participate in the result of the entity.

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Note 24 - Group entities (Continued)

Due to the merger with Gener8 Maritime Inc. on June 12, 2018, the Group acquired new subsidiaries. Those subsidiaries were used by Gener8 mostly as SPV to own individual vessels. All of the vessels have been transferred to Euronav NV in 2018. The Group intended to liquidate a majority of those subsidiaries as soon as possible. In 2020 the following subsidiaries were dissolved:

Gener8 Maritime Subsidiary V Inc.	GMR Defiance LLC
Gener8 Maritime Subsidiary VIII Inc.	Companion Ltd.
Gener8 Maritime Subsidiary Inc.	Compatriot Ltd.
GMR Zeus LLC	Gener8 Neptune LLC
GMR Atlas LLC	Gener8 Athena LLC
GMR Hercules LLC	Gener8 Apollo LLC
GMR Ulysses LLC	Gener8 Ares LLC
GMR Poseidon LLC	Gener8 Hera LLC
GMR Spartiate LLC	Gener8 Constantine LLC
GMR Maniate LLC	Gener8 Oceanus LLC
GMR St Nikolas LLC	Gener8 Nestor LLC
GMR George T LLC	Gener8 Nautilus LLC
GMR Kara G LLC	Gener8 Macedon LLC
GMR Harriet G LLC	Gener8 Noble LLC
GMR Orion LLC	Gener8 Ethos LLC
GMR Argus LLC	Gener8 Perseus LLC
GMR Horn LLC	Gener8 Theseus LLC
GMR Phoenix LLC	Gener8 Hector LLC

In 2019, Euronav NV, Antwerp, Geneva (branch office), was established and incorporated in the third quarter of 2019.

In the fourth quarter of 2019, two new joint ventures Bari Shipholding Ltd. and Bastia Shipholding Ltd. were incorporated (see Note 25).

In 2020 one joint venture, Kingswood Co. Ltd, was dissolved.

In 2020, Euronav NV, London (branch office), was established and incorporated in the third quarter of 2020.

On July 1, 2021, Euronav Shipping NV merged with Euronav Tankers NV which lead to the derecognition of Euronav Tankers NV as a subsidiary.

The Group holds 100% of the voting rights in all of its subsidiaries.

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Note 25 - Equity-accounted investees

(in thousands of USD)	December 31, 2021	December 31, 2020
Assets
Interest in joint ventures	72,446	51,703
Interest in associates	—	—
TOTAL ASSETS	72,446	51,703
Liabilities
Interest in joint ventures	—	—
Interest in associates	—	—
TOTAL LIABILITIES	—	—

Joint Ventures

The following table contains a roll forward of the balance sheet amounts with respect to the Group's joint ventures:

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Note 25 - Equity-accounted investees (Continued)

	ASSET
(in thousands of USD)	Investments in equity accounted investees	Shareholders loans
Gross balance	43,182	28,666
Offset investment with shareholders loan	—	—
Balance at January 1, 2019	43,182	28,666
Group's share of profit (loss) for the period	16,460	—
Group's share of other comprehensive income	(720)	—
Dividends received from joint ventures	(12,600)	—
Movement shareholders loans to joint ventures	—	31,713
Initial capital provided to joint ventures	4,000	—
Gross balance	50,322	60,379
Offset investment with shareholders loan	—	—
Balance at December 31, 2019	50,322	60,379
Group's share of profit (loss) for the period	10,917	—
Group's share of other comprehensive income	(2)	—
Dividends received from joint ventures	(7,534)	—
Movement shareholders loans to joint ventures	—	(26,443)
Repayment capital provided to joint ventures	(2,000)	—
Gross balance	51,703	33,936
Offset investment with shareholders loan	—	—
Balance at December 31, 2020	51,703	33,936

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Note 25 - Equity-accounted investees (Continued)

	ASSET
(in thousands of USD)	Investments in equity accounted investees	Shareholders loans
Group's share of profit (loss) for the period	22,976	—
Group's share of other comprehensive income	951	—
Dividends received from joint ventures	(4,635)	—
Movement shareholders loans to joint ventures	—	(2,242)
Gross balance	70,995	31,694
Offset investment with shareholders loan	1,451	(1,451)
Balance at December 31, 2021	72,446	30,242

The increase in the balance of the shareholders' loan to joint ventures in 2019 is attributable to the shareholders loans to newly set-up joint ventures Bari Shipholding Ltd. and Bastia Shipholding Ltd.

The decrease in the balance of the shareholders' loan to joint ventures in 2020 is attributable to the repayment of the shareholders loans to TI Africa, Bari Shipholding Ltd. and Bastia Shipholding Ltd., the latter following the sale of the vessel in September 2020.

The increase in investments in equity accounted investees at December 31, 2021 is mainly due to a decrease in the depreciation and amortization cost for TI Asia and TI Africa and a decrease in income tax expenses for the two joint ventures compared to the period ended December 31, 2020.

Joint venture	Segment	Description
Kingswood Co. Ltd	Tankers	Holding company; parent of Seven Seas Shipping Ltd. and liquidated in 2020
Seven Seas Shipping Ltd	Tankers	Formerly owner of 1 VLCC bought in 2016 by Euronav. Wholly owned subsidiary of Kingswood Co. Ltd. and liquidated in 2020
Tankers Agencies (UK) Ltd	Tankers	Parent company of Tankers International Ltd
Tankers International LLC	Tankers	The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs
Bari Shipholding Ltd	Tankers	Single ship company, owner of 1 Suezmax
Bastia Shipholding Ltd	Tankers	Formerly owner of 1 Suezmax, dormant company
TI Africa Ltd	FSO	Operator and owner of a single floating storage and offloading facility (FSO Africa) *
TI Asia Ltd	FSO	Operator and owner of a single floating storage and offloading facility (FSO Asia) *

* FSO Asia and FSO Africa are on a time charter contract to North Oil Company (NOC), the new operator of Al Shaheen field, until mid 2032.

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Note 25 - Equity-accounted investees (Continued)

The following table contains summarized financial information for all of the Group's joint ventures:

	Asset
(in thousands of USD)	Kingswood Co. Ltd		Seven Seas Shipping Ltd		TI Africa Ltd		TI Asia Ltd		Tankers Agencies (UK) Ltd (see Note 24)		TI LLC (see Note 24)		Bari Shipholding Ltd		Bastia Shipholding Ltd		Total
At December 31, 2019
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%	50	%	50	%
Non-Current assets	530		—		137,426		128,722		944		—		21,833		21,628		311,083
of which vessel	—		—		135,195		128,722		—		—		21,833		21,628		307,377
Current Assets	—		800		10,809		10,001		418,505		267		1,573		5,577		447,531
of which cash and cash equivalents	—		800		1,701		917		3,246		—		—		250		6,913
Non-Current Liabilities	—		525		97,514		49,026		490		—		18,390		18,773		184,718
of which bank loans	—		—		45,567		43,927		—		—		—		—		89,495
Current Liabilities	10		1		26,370		27,318		415,301		51		705		4,328		474,085
of which bank loans	—		—		24,856		23,968		135,000		—		—		—		183,824
Net assets (100%)	520		274		24,351		62,379		3,658		216		4,310		4,104		99,811
Group's share of net assets	260		137		12,175		31,189		2,227		127		2,155		2,052		50,322
Shareholders loans to joint venture	—		—		23,215		—		—		—		18,390		18,773		60,379
Net Carrying amount of interest in joint venture	260		137		12,175		31,189		2,227		127		2,155		2,052		50,322
Remaining shareholders loan to joint venture	—		—		23,215		—		—		—		18,390		18,773		60,379
Revenue	—		8		49,434		49,487		1,307,523		—		938		1,970		1,409,360
Depreciations and amortization	—		—		(18,209)		(17,933)		(67)		—		(273)		(507)		(36,988)
Interest Expense	—		—		(4,633)		(4,482)		(3,292)		—		(155)		(202)		(12,764)
Income tax expense	—		—		(1,588)		(1,573)		(243)		—		—		—		(3,405)
Profit (loss) for the period (100%)	(3)		6		15,881		15,743		746		(24)		310		104		32,763
Other comprehensive income (100%)	—		—		(735)		(706)		—		—		—		—		(1,441)
Group's share of profit (loss) for the period	(1)		3		7,941		7,871		454		(14)		155		52		16,460
Group's share of other comprehensive income	—		—		(367)		(353)		—		—		—		—		(720)

Asset

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Note 25 - Equity-accounted investees (Continued)

(in thousands of USD)	Kingswood Co. Ltd		Seven Seas Shipping Ltd		TI Africa Ltd		TI Asia Ltd		Tankers Agencies (UK) Ltd (see Note 24)		TI LLC (see Note 24)		Bari Shipholding Ltd		Bastia Shipholding Ltd		Total
At December 31, 2020
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%	50	%	50	%
Non-Current assets	—		—		118,337		112,160		720		—		20,079		—		251,296
of which vessel	—		—		118,337		112,160		—		—		20,079		—		250,576
Current Assets	—				10,187		10,176		232,865		243		2,609		514		256,595
of which cash and cash equivalents	—		—		1,138		1,109		3,124		—		1,573		193		7,137
Non-Current Liabilities	—				65,355		30,652		276		—		17,271		—		113,554
of which bank loans	—		—		19,929		19,215		—		—		—		—		39,144
Current Liabilities	—				29,277		30,547		228,851		61		2,856		345		291,937
of which bank loans	—		—		25,886		24,961		37,500		—		—		—		88,347
Net assets (100%)	—		—		33,893		61,136		4,458		182		2,562		170		102,401
Group's share of net assets	—		—		16,946		30,568		2,715		107		1,281		85		51,703
Shareholders loans to joint venture	—		—		16,665		—		—		—		17,271		—		33,936
Net Carrying amount of interest in joint venture	—		—		16,946		30,568		2,715		107		1,281		85		51,703
Remaining shareholders loan to joint venture	—		—		16,665		—		—		—		17,271		—		33,936
Revenue	—		—		49,922		49,976		1,478,909		—		12,288		14,131		1,605,227
Depreciations and amortization	—		—		(16,858)		(16,562)		(56)		—		(4,257)		(2,871)		(40,604)
Interest expense	—		—		(3,358)		(3,233)		(1,651)		—		(1,834)		(1,251)		(11,327)
Income tax expense	—		—		(10,397)		(10,135)		(232)		—		—		—		(20,764)
Profit (loss) for the period (100%)	(1)		(1)		9,549		9,855		800		(34)		(1,748)		3,246		21,666
Other comprehensive income (100%)	—		—		(1)		(3)		—		—		—		—		(4)
Group's share of profit (loss) for the period	—		—		4,775		4,927		487		(20)		(874)		1,623		10,917
Group's share of other comprehensive income	—		—		—		(1)		—		—		—		—		(2)

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Note 25 - Equity-accounted investees (Continued)

	Asset
(in thousands of USD)	TI Africa Ltd		TI Asia Ltd		Tankers Agencies (UK) Ltd (see Note 24)		TI LLC (see Note 24)		Bari Shipholding Ltd		Bastia Shipholding Ltd		Total
At December 31, 2021
Percentage ownership interest	50	%	50	%	50	%	50	%	50	%	50	%
Non-Current assets	108,245		102,454		503		—		15,210		—		226,413
of which vessel	108,245		102,454		—		—		15,210		—		225,910
Current Assets	10,883		10,073		295,289		231		6,582		403		323,461
of which cash and cash equivalents	1,799		984		4,059		—		17		320		7,179
Non Current Liabilities	33,755		10,245		66		—		20,228		—		64,295
of which bank loans	—		—		—		—		—		—		—
Current Liabilities	25,153		24,305		290,626		68		4,466		112		344,731
of which bank loans	20,075		19,361		51,500		—		—		—		90,937
Net assets (100%)	60,221		77,977		5,100		163		(2,903)		290		140,848
Group's share of net assets	30,110		38,988		3,106		96		(1,451)		145		70,995
Shareholders loans to joint venture	11,465		—		—		—		20,228		—		31,694
Net Carrying amount of interest in joint venture	30,110		38,988		3,106		96		—		145		72,446
Remaining shareholders loan to joint venture	11,465		—		—		—		18,777		—		30,242
Revenue	50,105		50,160		649,665		—		11,872		—		761,801
Depreciations and amortization	(10,092)		(9,706)		(39)		—		(4,869)		—		(24,706)
Interest expense	(2,005)		(1,943)		(1,054)		—		(1,932)		(1)		(6,934)
Income tax expense	(2,646)		(2,626)		(141)		—		—		—		(5,413)
Profit (loss) for the period (100%)	25,357		25,180		642		(19)		(5,464)		121		45,816
Other comprehensive income (100%)	971		930		—		—		—		—		1,902
Group's share of profit (loss) for the period	12,678		12,590		391		(11)		(2,732)		60		22,976
Group's share of other comprehensive income	486		465		—		—		—		—		951

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Note 25 - Equity-accounted investees (Continued)

Loans and borrowings

On March 29, 2018, TI Asia Ltd. and TI Africa Ltd. entered into a $220.0 million senior secured credit facility. The facility consists of a term loan of $110.0 million and a revolving loan of $110.0 million for the purpose of refinancing the two FSOs as well as for general corporate purposes. The Company provided a guarantee for the revolving credit facility tranche. The fair value of this guarantee is not significant given the long term contract both FSOs have with North Oil Company until mid 2032, which results in sufficient repayment capacity under these facilities. Transaction costs for a total amount of $2.2 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2021 the outstanding balance on this facility was $39.5 million in aggregate.

All bank loans in the joint ventures are secured by the underlying FSO and subject to specific covenants.

The following table summarizes the terms and debt repayment profile of the bank loans held by the joint ventures:

(in thousands of USD)				December 31, 2021			December 31, 2020
	Curr.	Nominal interest rate	Year of mat.	Facility size	Drawn	Carrying value	Facility size	Drawn	Carrying value
TI Asia Ltd revolving loan 54M*	USD	libor + 2.0%	2022	9,699	9,699	9,681	22,179	22,179	22,088
TI Asia Ltd loan 54M*	USD	libor + 2.0%	2022	9,699	9,699	9,681	22,179	22,179	22,088
TI Africa Ltd revolving loan 56M*	USD	libor + 2.0%	2022	10,058	10,058	10,038	23,001	23,001	22,908
TI Africa Ltd loan 56M*	USD	libor + 2.0%	2022	10,058	10,058	10,038	23,001	23,001	22,908
Total interest-bearing bank loans				39,513	39,513	39,437	90,360	90,360	89,991

* The mentioned secured bank loans are subject to loan covenants.

Loan covenant

As of December 31, 2021, all joint ventures were in compliance with the covenants, as applicable, of their respective loans.

Interest rate swaps

In 2018, TI Asia and TI Africa entered in several Interest Rate Swap (IRSs) instruments for a combined notional value of $208.8 million (Euronav’s share amounts to 50%) in connection to the $220.0 million facility. These IRSs are used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments are measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have a remaining duration of less than one year matching the repayment profile of that facility and mature on July 21, 2022 and September 22, 2022 for FSO Asia and FSO Africa respectively (see Note 14).

Vessels

On November 19, 2019, the group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture company has acquired one Suezmax vessel. The joint ventures have acquired two Suezmax tankers (Bari & Bastia) for a total consideration of $40.6 million. The vessel

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Note 25 - Equity-accounted investees (Continued)

Bastia was sold on September 15, 2020 for a net sale price of $20.1 million. The Company recorded a capital gain of $0.8 million in the third quarter of 2020 upon delivery to its new owner on September 30, 2020.

There were no capital commitments as of December 31, 2021, December 31, 2020 and December 31, 2019.

Cash and cash equivalents

(in thousands of USD)	2021	2020
Cash and cash equivalents of the joint ventures	7,179	7,137
Group's share of cash and cash equivalents	4,036	3,912

Services

The Group entered into an agreement with its joint venture to manage commercially both vessels (Bari and Bastia) from the Group's chartering desk. Furthermore, the Group also entered into an agreement to render accounting, assistance and administrative services to these JVs. In 2021 the Group invoiced a total amount of $285,476 (2020: $667,500).

Furthermore, the joint venture entered into an agreement with the Group to invoice us management fees to do the supervision of the external shipmanagement. In 2021, the joint-venture Bari Shipholding Ltd. invoiced the Group $163,000 (2020: $453,600).

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Note 26 - Major exchange rates

The following major exchange rates have been used in preparing the consolidated financial statements:

	closing rates			average rates
1 XXX = x,xxxx USD	December 31, 2021	December 31, 2020	December 31, 2019	2021	2020	2019
EUR	1.1326	1.2271	1.1234	1.1894	1.1384	1.1213
GBP	1.3479	1.3649	1.3204	1.3778	1.2860	1.2755

Note 27 - Subsequent events

In January 2022, Euronav took delivery of two newbuilding Suezmaxes, Cedar (2022 – 157,310 dwt) and Cyprus (2022 – 157,310 dwt), which have been purchased in February 2021.

The VLCCs Nucleus, Neptun and Navarin have been redelivered in the first quarter of 2022. Under the leaseback agreement there was a seller's credit of $4.5 million per vessel (see Note 20). A capital gain of $13.5 million has been recognized in the consolidated statement of profit or loss in the first quarter of 2022.

On March 18, 2022, the Company announced that the Financial Supervisory Authority of Norway has approved the base prospectus with appendices prepared by Euronav Luxembourg S.A. (“Euronav Luxembourg”) in connection with the listing on the Oslo Stock Exchange of Euronav Luxembourg’s $200 million senior unsecured bonds, due September 2026. The $200 million senior unsecured bonds, issued by Euronav Luxembourg and guaranteed by the Company, are listed on the Oslo Stock Exchange as of March 22, 2022.

Recent developments in the Ukraine region and continuing conflicts in the Middle East have contributed to further economic instability in the global financial markets and international commerce. At the time of writing this report outcome was not clear and the Company acknowledges that any escalations between the North Atlantic Treaty Organization countries and Russia could result in retaliation from Russia that could potentially affect the shipping industry.

Beginning February 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflict in the Ukraine region, which may adversely impact our business, given Russia’s role as a major global exporter of crude oil and natural gas. Our business could also be adversely impacted by trade tariffs, trade embargoes or other economic sanctions that limit trading activities by the United States or other countries against countries in the Middle East, Asia or elsewhere as a result of terrorist attacks, hostilities or diplomatic or political pressures.

On March 8, 2022, President Biden issued an executive order prohibiting the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal. Additionally, the executive order prohibits any investments in the Russian energy sector by US persons, among other restrictions.

The invasion and subsequent war between Russia and Ukraine will impact our business in the following areas:

Freight rates – due to the self-sanctioning being performed by oil traders, refiners, and shippers of Russian petroleum products, the market has gone longer tonnage and shorter cargoes. This has put pressure on freight rates in the VLCC and Suezmax segments as there are now more ships than cargoes available in the market in the short term. The longer term prognosis is that ton miles may increase due to the adjustment of trade flows to compensate refineries and markets for the lack of Russian oil flows, as well as an increase in a sanction fleet tonnage to move the required Russian oil cargoes from the west to markets in the east. The Company has suspended its operations with Russian customers which represents an insignificant portion of the Company’s turnover (below 5%).

Bunker Fuel Cost – due to the risk within the market, and the self-sanctioning of Russian oil flows, the price of marine fuels has increased and will continue to be high for the foreseeable future. This is due to Russia supplying bunker markets with 20% of the global fuel demand in HSFO, VLSFO and MGO markets. These price increases will negatively impact the cost structure of the vessels making it more expensive to ship freight on long haul voyages. The spread between HSFO and VLSFO was at a high level pre-invasion, but has begun to correct as the removal of Russian origin HSFO from the market has begun to tighten up supplies in Europe and in the Mediterranean.

The Company acknowledges that Cybersecurity risks have increased by taking appropriate mitigating actions.

Crew issues – as we do have officers and crew that are from Russia and Ukraine, the current conflict makes the ability to perform regular crew changes problematic, as travel may not be available, nor the ability to repatriate a crew member to his or her home. This could impact the smooth operations of vessels as new officers and crews are sourced which may not have

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the familiarity of the vessel that they are joining. This could result in an extra crew cost on a yearly basis of approximately $500,000.

Going forward, it remains difficult to estimate the future impact of this war situation in the economies where we are active, and hence difficult to quantify the impact these factors might have on our financial results.

On April 7, 2022, the Company announced that Euronav (EURN) and Frontline (FRO) have signed a term sheet that has been unanimously approved by their Supervisory Board and Board of Directors, respectively, on a potential stock-for-stock combination between the two companies, based on an exchange ratio of 1.45 FRO shares for every EURN share resulting in Euronav and Frontline shareholders owning approximately 59% and 41%, respectively, of the combined group. The combination remains subject to agreement on a transaction structure, confirmatory due diligence, agreement on the terms and conditions of the potential combination agreement, applicable board, shareholder, customer, lender and/or regulatory approvals, employee consultations and other customary completion conditions.

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