CMB.TECH NV Ordinary Shares

Good afternoon, everyone, and welcome to the CMB Tech earnings call for the first quarter of 2025. My name is Alexander Severis. I'm the CEO of CMB Tech, and I'm joined here today by my colleagues Ludovic, Joris, and Enya. We want to focus on our first quarter numbers, the financials, and the highlights. We also want to say a few words about the CMB Tech and Golden Ocean proposed merger. We will say a few words about the decisions that were taken at the IMO meeting a couple of weeks ago, and then zoom in on our different marine divisions and give you an update on where the market is. To end, as usual, with a conclusion and time for questions and answers. I would like now to hand it over to our CFO, Ludovic.

Thanks, Alex, and good afternoon, everybody. If we look at the Q1 figures of 2025, we end the quarter with a profit of roughly $40 million. Excluding capital gains, we would have resulted in a net income of minus $6 million. These figures, it's for the first time we consolidate Golden Ocean from a balance sheet perspective end of March, but from a P&L perspective, we consolidate as from the 12th of March. So the figures include 19 days of Golden Ocean P&L. Mind you, there's different depreciation models, so it is sometimes not very easy to look through the figures. We have a liquidity end of March within CMB Tech of $345 million. Contract backlog has been highlighted in the previous business updates, but so we are reaching close to $3 billion. We're very proud to say that we've added roughly $1 billion in the first quarter. The capex still remains at $2.2 billion, and our equity on total assets within CMB Tech ended the quarter with 31.9%. Zooming in on the highlights. We've mentioned the profits. The most important transaction, obviously, was CME Tech buying the human stake in Golden Ocean, followed by an increase on open market transactions, which resulted in a term sheet signed for a merger transaction between CME Tech and Golden Ocean. On the business side, we've added two important long-term contracts, one with Fortescue for an ammonia-powered Newcastle Max, and then a big landmark agreement we signed with MOL, a Japanese company, for three Newcastle Maxes, ammonia-powered, and six chemical tankers that are ammonia-ready and ammonia-powered. We continued our strategy of diversification and decarbonization by taking delivery of five new building vessels. We had four dry bulk vessels and one CTV. At the same time, we decided not to declare a dividend for Q1 2025. On the right side, you can see that in a divestment program, we've sold three VLCCs, where we're going to launch close to $100 million profit of capital gains in the two next quarters. And we have finalized the delivery of the Capillara and the Alsace and Wincat 6, which was the capital gain of $46 million in the first quarter. And the contract backlog I have mentioned before. The fleet on the water today stands at 113 vessels with another 46 new builds coming. You can see that by the end of the year, we'll be at 131 ships and then growing until the end of 26 to roughly 150 vessels. Zooming in on the P&L break-evens, the achieved earnings and rates in the first quarter and the anticipated earnings. earnings quarter to date on Q2. We could see the tankers, we have a good first quarter with an average of $40,000 per day. Second quarter to date were roughly $43,000 per day. On the bulkers, we had a somewhat weaker first quarter, resulting in our new custom access earning $18,000 per day. Q2, we are up at $24,000. The container and chemical tankers are mostly long-term contracts, which are fixed at good rates. And we do see an uptick in the earnings on our CTVs in the offshore wind markets. This is an overview of the contract backlog that is well known to you with the notable additions of the chemical tankers on the four NH3 ready ships and the two NH3 fitted, but also very happy to show the 12-year contracts we had on the Newcastle Max bulk vessels upon delivery. I'll hand it over now to Alex to discuss further the proposed merger between Simitec and Golden Ocean.

Thank you, Ludovic. I will zoom in on what we have already discussed on our Capital Markets Day, which is indeed the proposed merger between CMB Tech and Golden Ocean to create a leading diversified maritime group. On this slide, you can see in one slide what the transaction entails. If the merger is approved, our fleet would grow to 250 vessels, about 200 underwater plus 50 new buildings. The contract backlog, as already mentioned, would be $3 billion. Roughly one-third of the fleet will be powered by ammonia or hydrogen, and we would have an average age across our fleet of six years, so a very young fleet. Looking at some financial metrics of the proposed merger, the total fair market value of the fleet would be $11.1 billion. We estimate an NAV per share of close to $15 per share if the merger is consumed. Our CapEx commitments would not change too much because Golden Ocean does not really have an order book, so that still stands at $2.2 billion. And then we would have a listing of CNB Tech in New York, NYC, in Brussels, Euronext, and we would apply for a listing on Oslo Burrs to have CNB Tech listed in Norway as well. You can see at the bottom of the slide the fleet overview with the notable change, if the merger goes through, of adding 91 vessels to our dry bulk division, which in one go would then become the biggest division in our group. If you look at some of the open days and fixed days statistics, there's a lot of information on this slide, but I wanted to highlight the total number of days for 2025. That is, assuming Golden Ocean and CNP Tech together for the whole year would be 55,000 days. If the merger goes through in 2026, we would have 62,400 days combined, of which one eighth will be covered by time charter contracts. We have added a slide following some questions from analysts on what a pro forma free cash flow could look like for both companies over the year 2025. At the bottom of the slide, you can see some of the sensitivities we have applied, and sensitivities are mainly applied on the open days in the tanker division, Euronav, and in the dry bulk division, Bosimar, combined with Golden Ocean. You can see that we have a kind of a mid-case forecasted case set for VLC season Swiss maxes around $50,000 a day. for Newcastle Maxis and Capes at $26.5, and for Kamsar Maxis and Panamaxes at close to $14,000. We've then deducted 20% to have a low case, added 20% to have a high case. And what is then the conclusion is that you can see that for the year in the low case, we would have a free cash flow generation, excluding any additional sale of vessels of $250 million. A high case at $750 million and our base case at half a billion dollars this year. You can also see on this slide that this is, of course, very heavily skewed towards our VLCC and Suezmax segments and our Cape Size segment. I would like now to hand it over to Joris Daman, our head of investor relations, to talk about the impact of the MEPC83, the meeting at the IMO that was talking about greenhouse gas emissions. Joris, over to you. Yes, thank you, Alex.